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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
   
 
Form 10-Q  
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2018 OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                      TO                     
Commission File Number: 001-35107
 
APOLLO GLOBAL MANAGEMENT, LLC
(Exact name of Registrant as specified in its charter)  
 
Delaware
 
20-8880053
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
9 West 57th Street, 43rd Floor
New York, New York 10019
(Address of principal executive offices) (Zip Code)
(212) 515-3200
(Registrant’s telephone number, including area code)
 
 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
x
 
Accelerated filer
 
¨
Non-accelerated filer
 
o   (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
 
 
 
 
Emerging growth company
 
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
 
 
¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
As of August 3, 2018 there were 201,570,641 Class A shares and 1 Class B share outstanding.

Table of Contents


 
TABLE OF CONTENTS
 
 
 
Page
PART I
 
 
 
 
ITEM 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ITEM 1A.
 
 
 
ITEM 2.
 
 
 
ITEM 3.
 
 
 
ITEM 4.
 
 
 
PART II
 
 
 
 
ITEM 1.
 
 
 
ITEM 1A.
 
 
 
ITEM 2.
 
 
 
ITEM 3.
 
 
 
ITEM 4.
 
 
 
ITEM 5.
 
 
 
ITEM 6.
 
 
 


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Forward-Looking Statements
This quarterly report may contain forward-looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include, but are not limited to, discussions related to Apollo’s expectations regarding the performance of its business, liquidity and capital resources and the other non-historical statements in the discussion and analysis. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. When used in this quarterly report , the words “believe,” “anticipate,” “estimate,” “expect,” “intend” and similar expressions are intended to identify forward-looking statements. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. These statements are subject to certain risks, uncertainties and assumptions, including risks relating to our dependence on certain key personnel, our ability to raise new credit, private equity, or real assets funds, market conditions generally, our ability to manage our growth, fund performance, changes in our regulatory environment and tax status, the variability of our revenues, net income and cash flow, our use of leverage to finance our businesses and investments by our funds and litigation risks, among others. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on February 12, 2018 (the “2017 Annual Report”); as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other filings. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
Terms Used in This Report
In this quarterly report , references to “Apollo,” “we,” “us,” “our” and the “Company” refer collectively to Apollo Global Management, LLC, a Delaware limited liability company, and its subsidiaries, including the Apollo Operating Group and all of its subsidiaries, or as the context may otherwise require;
“AMH” refers to Apollo Management Holdings, L.P., a Delaware limited partnership, that is an indirect subsidiary of Apollo Global Management, LLC;
“Apollo funds”, “our funds” and references to the “funds” we manage, refer to the funds (including the parallel funds and alternative investment vehicles of such funds), partnerships, accounts, including strategic investment accounts or “SIAs,” alternative asset companies and other entities for which subsidiaries of the Apollo Operating Group provide investment management or advisory services;
“Apollo Operating Group” refers to (i) the limited partnerships through which our Managing Partners currently operate our businesses and (ii) one or more limited partnerships formed for the purpose of, among other activities, holding certain of our gains or losses on our principal investments in the funds, which we refer to as our “principal investments”;
“Assets Under Management”, or “AUM”, refers to the assets of the funds, partnerships and accounts to which we provide investment management, advisory, or certain other investment-related services, including, without limitation, capital that such funds, partnerships and accounts have the right to call from investors pursuant to capital commitments. Our AUM equals the sum of:
(i)
the fair value of the investments of the private equity funds, partnerships and accounts we manage or advise plus the capital that such funds, partnerships and accounts are entitled to call from investors pursuant to capital commitments;
(ii)
the net asset value, or “NAV,” of the credit funds, partnerships and accounts for which we provide investment management or advisory services, other than certain collateralized loan obligations (“CLOs”) and collateralized debt obligations (“CDOs”), which have a fee-generating basis other than the mark-to-market value of the underlying assets, plus used or available leverage and/or capital commitments;
(iii)
the gross asset value or net asset value of the real assets funds, partnerships and accounts we manage, and the structured portfolio company investments of the funds, partnerships and accounts we manage or advise, which includes the leverage used by such structured portfolio company investments;
(iv)
the incremental value associated with the reinsurance investments of the portfolio company assets we manage or advise; and

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(v)
the fair value of any other assets that we manage or advise for the funds, partnerships and accounts to which we provide investment management, advisory, or certain other investment-related services, plus unused credit facilities, including capital commitments to such funds, partnerships and accounts for investments that may require pre-qualification or other conditions before investment plus any other capital commitments to such funds, partnerships and accounts available for investment that are not otherwise included in the clauses above.
Our AUM measure includes Assets Under Management for which we charge either nominal or zero fees. Our AUM measure also includes assets for which we do not have investment discretion, including certain assets for which we earn only investment-related service fees, rather than management or advisory fees. Our definition of AUM is not based on any definition of Assets Under Management contained in our operating agreement or in any of our Apollo fund management agreements. We consider multiple factors for determining what should be included in our definition of AUM. Such factors include but are not limited to (1) our ability to influence the investment decisions for existing and available assets; (2) our ability to generate income from the underlying assets in our funds; and (3) the AUM measures that we use internally or believe are used by other investment managers. Given the differences in the investment strategies and structures among other alternative investment managers, our calculation of AUM may differ from the calculations employed by other investment managers and, as a result, this measure may not be directly comparable to similar measures presented by other investment managers. Our calculation also differs from the manner in which our affiliates registered with the SEC report “Regulatory Assets Under Management” on Form ADV and Form PF in various ways;
“Fee-Generating AUM” consists of assets of the funds, partnerships and accounts to which we provide investment management, advisory, or certain other investment-related services and on which we earn management fees, monitoring fees or other investment-related fees pursuant to management or other fee agreements on a basis that varies among the Apollo funds, partnerships and accounts. Management fees are normally based on “net asset value,” “gross assets,” “adjusted par asset value,” “adjusted cost of all unrealized portfolio investments,” “capital commitments,” “adjusted assets,” “stockholders’ equity,” “invested capital” or “capital contributions,” each as defined in the applicable management agreement. Monitoring fees, also referred to as advisory fees, with respect to the structured portfolio company investments of the funds, partnerships and accounts we manage or advise, are generally based on the total value of such structured portfolio company investments, which normally includes leverage, less any portion of such total value that is already considered in Fee-Generating AUM;
“Non-Fee-Generating AUM” refers to AUM that does not produce management fees or monitoring fees. This measure generally includes the following:
(i)
fair value above invested capital for those funds that earn management fees based on invested capital;
(ii)
net asset values related to general partner and co-investment interests;
(iii)
unused credit facilities;
(iv)
available commitments on those funds that generate management fees on invested capital;
(v)
structured portfolio company investments that do not generate monitoring fees; and
(vi)
the difference between gross asset and net asset value for those funds that earn management fees based on net asset value.
“Performance Fee-Eligible AUM” refers to the AUM that may eventually produce performance fees. All funds for which we are entitled to receive a performance fee allocation or incentive fee are included in Performance Fee-Eligible AUM, which consists of the following:
(i)
“Performance Fee-Generating AUM”, which refers to invested capital of the funds, partnerships and accounts we manage, advise, or to which we provide certain other investment-related services, that is currently above its hurdle rate or preferred return, and profit of such funds, partnerships and accounts is being allocated to, or earned by, the general partner in accordance with the applicable limited partnership agreements or other governing agreements;
(ii)
“AUM Not Currently Generating Performance Fees”, which refers to invested capital of the funds, partnerships and accounts we manage, advise, or to which we provide certain other investment-related services, that is currently below its hurdle rate or preferred return; and

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(iii)
“Uninvested Performance Fee-Eligible AUM”, which refers to capital of the funds, partnerships and accounts we manage, advise, or to which we provide certain other investment-related services, that is available for investment or reinvestment subject to the provisions of applicable limited partnership agreements or other governing agreements, which capital is not currently part of the NAV or fair value of investments that may eventually produce performance fees allocable to, or earned by, the general partner.
“AUM with Future Management Fee Potential” refers to the committed uninvested capital portion of total AUM not
currently earning management fees. The amount depends on the specific terms and conditions of each fund;
We use AUM as a performance measure of our funds’ investment activities, as well as to monitor fund size in relation to professional resource and infrastructure needs. Non-Fee-Generating AUM includes assets on which we could earn performance fees;
“Advisory” refers to certain assets advised by Apollo Asset Management Europe PC LLP, a wholly-owned subsidiary of Apollo Asset Management Europe LLP (collectively, “AAME”). The AAME entities are subsidiaries of Apollo;
“capital deployed” or “deployment” is the aggregate amount of capital that has been invested during a given period (which may, in certain cases, include leverage) by (i) our drawdown funds, (ii) SIAs that have a defined maturity date and (iii) funds and SIAs in our real estate debt strategy;
“Contributing Partners” refer to those of our partners and their related parties (other than our Managing Partners) who indirectly beneficially own (through Holdings) Apollo Operating Group units;
“drawdown” refers to commitment-based funds and certain SIAs in which investors make a commitment to provide capital at the formation of such funds and SIAs and deliver capital when called as investment opportunities become available. It includes assets of Athene Holding Ltd. (“Athene Holding”) and its subsidiaries (collectively “Athene”) managed by Athene Asset Management LLC (“Athene Asset Management” or “AAM”) that are invested in commitment-based funds;
“gross IRR” of a credit fund represents the annualized return of a fund based on the actual timing of all cumulative fund cash flows before management fees, performance fees allocated to the general partner and certain other expenses. Calculations may include certain investors that do not pay fees. The terminal value is the net asset value as of the reporting date. Non-U.S. dollar denominated (“USD”) fund cash flows and residual values are converted to USD using the spot rate as of the reporting date. In addition, gross IRRs at the fund level will differ from those at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Gross IRR does not represent the return to any fund investor;
“gross IRR” of a private equity fund represents the cumulative investment-related cash flows (i) for a given investment for the fund or funds which made such investment, and (ii) for a given fund, in the relevant fund itself (and not any one investor in the fund), in each case, on the basis of the actual timing of investment inflows and outflows (for unrealized investments assuming disposition on June 30, 2018 or other date specified) aggregated on a gross basis quarterly, and the return is annualized and compounded before management fees, performance fees and certain other expenses (including interest incurred by the fund itself) and measures the returns on the fund’s investments as a whole without regard to whether all of the returns would, if distributed, be payable to the fund’s investors. In addition, gross IRRs at the fund level will differ from those at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Gross IRR does not represent the return to any fund investor;
“gross IRR” of a real assets fund represents the cumulative investment-related cash flows in the fund itself (and not any one investor in the fund), on the basis of the actual timing of cash inflows and outflows (for unrealized investments assuming disposition on June 30, 2018 or other date specified) starting on the date that each investment closes, and the return is annualized and compounded before management fees, performance fees, and certain other expenses (including interest incurred by the fund itself) and measures the returns on the fund’s investments as a whole without regard to whether all of the returns would, if distributed, be payable to the fund’s investors. Non-USD fund cash flows and residual values are converted to USD using the spot rate as of the reporting date. In addition, gross IRRs at the fund level will differ from those at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Gross IRR does not represent the return to any fund investor;
“gross return” of a credit or real assets fund is the monthly or quarterly time-weighted return that is equal to the percentage change in the value of a fund’s portfolio, adjusted for all contributions and withdrawals (cash flows) before the effects of management fees, incentive fees allocated to the general partner, or other fees and expenses. Returns of Athene sub-advised portfolios and CLOs represent the gross returns on invested assets, which exclude cash. Returns over multiple periods are calculated by geometrically linking each period’s return over time;

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“Holdings” means AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership through which our Managing Partners and Contributing Partners indirectly beneficially own their interests in the Apollo Operating Group units;
“inflows” represents (i) at the individual segment level, subscriptions, commitments, and other increases in available capital, such as acquisitions or leverage, net of inter-segment transfers, and (ii) on an aggregate basis, the sum of inflows across the credit, private equity and real assets segments;
“liquid/performing” includes CLOs and other performing credit vehicles, hedge fund style credit funds, structured credit funds and SIAs, as well as sub-advised managed accounts owned by or related to Athene. Certain commitment-based SIAs are included as the underlying assets are liquid;
“Managing Partners” refer to Messrs. Leon Black, Joshua Harris and Marc Rowan collectively and, when used in reference to holdings of interests in Apollo or Holdings, includes certain related parties of such individuals;
“net IRR” of a credit fund represents the annualized return of a fund after management fees, performance fees allocated to the general partner and certain other expenses, calculated on investors that pay such fees. The terminal value is the net asset value as of the reporting date. Non-USD fund cash flows and residual values are converted to USD using the spot rate as of the reporting date. In addition, net IRR at the fund level will differ from that at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Net IRR does not represent the return to any fund investor;
“net IRR” of a private equity fund means the gross IRR applicable to a fund, including returns for related parties which may not pay fees or performance fees, net of management fees, certain expenses (including interest incurred or earned by the fund itself) and realized performance fees all offset to the extent of interest income, and measures returns at the fund level on amounts that, if distributed, would be paid to investors of the fund. The timing of cash flows applicable to investments, management fees and certain expenses, may be adjusted for the usage of a fund’s subscription facility. To the extent that a fund exceeds all requirements detailed within the applicable fund agreement, the estimated unrealized value is adjusted such that a percentage of up to 20.0% of the unrealized gain is allocated to the general partner of such fund, thereby reducing the balance attributable to fund investors. In addition, net IRR at the fund level will differ from that at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Net IRR does not represent the return to any fund investor;
“net IRR” of a real assets fund represents the cumulative cash flows in the fund (and not any one investor in the fund), on the basis of the actual timing of cash inflows received from and outflows paid to investors of the fund (assuming the ending net asset value as of June 30, 2018 or other date specified is paid to investors), excluding certain non-fee and non-performance fee bearing parties, and the return is annualized and compounded after management fees, performance fees, and certain other expenses (including interest incurred by the fund itself) and measures the returns to investors of the fund as a whole.  Non-USD fund cash flows and residual values are converted to USD using the spot rate as of the reporting date. In addition, net IRR at the fund level will differ from that at the individual investor level as a result of, among other factors, timing of investor-level inflows and outflows. Net IRR does not represent the return to any fund investor;
“net return” of a credit or real assets fund represents the gross return after management fees, incentive fees allocated to the general partner, or other fees and expenses. Returns of Athene sub-advised portfolios and CLOs represent the gross or net returns on invested assets, which exclude cash. Returns over multiple periods are calculated by geometrically linking each period’s return over time;
“our manager” means AGM Management, LLC, a Delaware limited liability company that is controlled by our Managing Partners;
“performance allocations”, “performance fees”, “performance revenues” and “incentive fees” refer to interests granted to Apollo by an Apollo fund that entitle Apollo to receive allocations, distributions or fees which are based on the performance of such fund or its underlying investments;
“permanent capital vehicles” refers to (a) assets that are owned by or related to Athene or Athora Holding Ltd. (“Athora Holding” and together with its subsidiaries, “Athora”), (b) assets that are owned by or related to MidCap FinCo Designated Activity Company (“MidCap”) and managed by Apollo, (c) assets of publicly traded vehicles managed by Apollo such as Apollo Investment Corporation (“AINV”), Apollo Commercial Real Estate Finance, Inc. (“ARI”), Apollo Tactical Income Fund Inc. (“AIF”), and Apollo Senior Floating Rate Fund Inc. (“AFT”), in each case that do not have redemption provisions or a requirement to return capital to investors upon exiting the investments made with such capital, except as required by applicable law and (d) a non-traded business development company from which Apollo earns certain investment-related service fees. The investment management agreements of AINV, AIF and AFT have one year terms, are reviewed annually and remain in effect only if approved by the boards of directors of such companies or by the affirmative vote of the holders of a majority of the outstanding voting shares of such companies, including in either case, approval by a majority of the directors who are not “interested persons” as defined in the Investment Company Act of 1940. In addition, the investment management agreements of AINV, AIF and AFT may be terminated

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in certain circumstances upon 60 days’ written notice. The investment management agreement of ARI has a one year term and is reviewed annually by ARI’s board of directors and may be terminated under certain circumstances by an affirmative vote of at least two-thirds of ARI’s independent directors. The investment management or advisory arrangements between MidCap and Apollo, as well as between Athene and Apollo, may also be terminated under certain circumstances. The agreement pursuant to which Apollo earns certain investment-related service fees from a non-traded business development company may be terminated under certain limited circumstances;
“private equity fund appreciation (depreciation)” refers to gain (loss) and income for the traditional private equity funds (as defined below), Apollo Natural Resources Partners, L.P. (“ANRP I”), Apollo Natural Resources Partners II, L.P. (“ANRP II”), Apollo Special Situations Fund, L.P. and AION Capital Partners Limited (“AION”) for the periods presented on a total return basis before giving effect to fees and expenses. The performance percentage is determined by dividing (a) the change in the fair value of investments over the period presented, minus the change in invested capital over the period presented, plus the realized value for the period presented, by (b) the beginning unrealized value for the period presented plus the change in invested capital for the period presented. Returns over multiple periods are calculated by geometrically linking each period’s return over time;
“private equity investments” refer to (i) direct or indirect investments in existing and future private equity funds managed or sponsored by Apollo, (ii) direct or indirect co-investments with existing and future private equity funds managed or sponsored by Apollo, (iii) direct or indirect investments in securities which are not immediately capable of resale in a public market that Apollo identifies but does not pursue through its private equity funds, and (iv) investments of the type described in (i) through (iii) above made by Apollo funds;
“Realized Value” refers to all cash investment proceeds received by the relevant Apollo fund, including interest and dividends, but does not give effect to management fees, expenses, incentive compensation or performance fees to be paid by such Apollo fund;
“Remaining Cost” represents the initial investment of the fund in a portfolio investment, reduced for any return of capital distributed to date on such portfolio investment;
“Strategic Investor” refers to the California Public Employees’ Retirement System, or “CalPERS”;
“Total Invested Capital” refers to the aggregate cash invested by the relevant Apollo fund and includes capitalized costs relating to investment activities, if any, but does not give effect to cash pending investment or available for reserves;
“Total Value” represents the sum of the total Realized Value and Unrealized Value of investments;
“traditional private equity funds” refers to Apollo Investment Fund I, L.P. (“Fund I”), AIF II, L.P. (“Fund II”), a mirrored investment account established to mirror Fund I and Fund II for investments in debt securities (“MIA”), Apollo Investment Fund III, L.P. (together with its parallel funds, “Fund III”), Apollo Investment Fund IV, L.P. (together with its parallel fund, “Fund IV”), Apollo Investment Fund V, L.P. (together with its parallel funds and alternative investment vehicles, “Fund V”), Apollo Investment Fund VI, L.P. (together with its parallel funds and alternative investment vehicles, “Fund VI”), Apollo Investment Fund VII, L.P. (together with its parallel funds and alternative investment vehicles, “Fund VII”), Apollo Investment Fund VIII, L.P. (together with its parallel funds and alternative investment vehicles, “Fund VIII”) and Apollo Investment Fund IX, L.P. (together with its parallel funds and alternative investment vehicles, “Fund IX”);
“Unrealized Value” refers to the fair value consistent with valuations determined in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), for investments not yet realized and may include pay in kind, accrued interest and dividends receivable, if any, and before the effect of certain taxes.  In addition, amounts include committed and funded amounts for certain investments; and
“Vintage Year” refers to the year in which a fund’s final capital raise occurred, or, for certain funds, the year in which a fund’s investment period commences pursuant to its governing agreements.

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PART I—FINANCIAL INFORMATION
ITEM 1 .     FINANCIAL STATEMENTS
APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
AS OF JUNE 30, 2018 AND DECEMBER 31, 2017
(dollars in thousands, except share data)
 
As of
June 30, 2018
 
As of
December 31, 2017
Assets:
 
 
 
Cash and cash equivalents
$
1,093,125

 
$
751,273

Restricted cash
3,859

 
3,875

U.S. Treasury securities, at fair value
—

 
364,649

Investments  (includes performance allocations of $1,401,205 and $1,828,930 as of June 30, 2018 and December 31, 2017, respectively)
3,230,588

 
3,559,834

Assets of consolidated variable interest entities:
 
 
 
Cash and cash equivalents
58,983

 
92,912

Investments, at fair value
1,182,771

 
1,196,190

Other assets
57,246

 
39,484

Incentive fees receivable
17,496

 
43,176

Due from related parties
315,244

 
262,588

Deferred tax assets, net
364,061

 
337,638

Other assets
209,482

 
231,757

Goodwill
88,852

 
88,852

Intangible assets, net
17,306

 
18,842

Total Assets
$
6,639,013

 
$
6,991,070

Liabilities and Shareholders’ Equity
 
 
 
Liabilities:
 
 
 
Accounts payable and accrued expenses
$
74,466

 
$
68,873

Accrued compensation and benefits
110,311

 
62,474

Deferred revenue
109,182

 
128,146

Due to related parties
412,092

 
428,013

Profit sharing payable
659,907

 
752,276

Debt
1,357,640

 
1,362,402

Liabilities of consolidated variable interest entities:
 
 
 
Debt, at fair value
880,215

 
1,002,063

Other liabilities
73,712

 
115,658

Other liabilities
139,511

 
173,369

Total Liabilities
3,817,036

 
4,093,274

Commitments and Contingencies (see note 14)


 


Shareholders’ Equity:
 
 
 
Apollo Global Management, LLC shareholders’ equity:
 
 
 
Series A Preferred shares, 11,000,000 shares issued and outstanding as of June 30, 2018 and December 31, 2017
264,398

 
264,398

Series B Preferred shares, 12,000,000 and 0 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively
289,815

 
—

Class A shares, no par value, unlimited shares authorized, 201,585,096 and 195,267,669 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively
—

 
—

Class B shares, no par value, unlimited shares authorized, 1 share issued and outstanding as of June 30, 2018 and December 31, 2017
—

 
—

Additional paid in capital
1,429,307

 
1,579,797

Accumulated deficit
(430,335
)
 
(379,460
)
Accumulated other comprehensive loss
(3,130
)
 
(1,809
)
Total Apollo Global Management, LLC shareholders’ equity
1,550,055

 
1,462,926

Non-Controlling Interests in consolidated entities
269,162

 
140,086

Non-Controlling Interests in Apollo Operating Group
1,002,760

 
1,294,784

Total Shareholders’ Equity
2,821,977

 
2,897,796

Total Liabilities and Shareholders’ Equity
$
6,639,013

 
$
6,991,070

See accompanying notes to condensed consolidated financial statements.

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APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2018 AND 2017
(dollars in thousands, except share data)
 
For the Three Months Ended
June 30,
 
For the Six Months Ended
June 30,
 
2018
 
2017
 
2018
 
2017
Revenues:
 
 
 
 
 
 
 
Management fees
$
341,626

 
$
281,305

 
$
628,352

 
$
550,848

Advisory and transaction fees, net
15,440

 
23,629

 
28,991

 
38,696

Investment income:
 
 
 
 
 
 
 
Performance allocations
129,085

 
120,393

 
4,920

 
472,986

Principal investment income
22,175

 
16,836

 
9,181

 
55,389

Total investment income
151,260

 
137,229

 
14,101

 
528,375

Incentive fees
14,990

 
7,545

 
18,775

 
13,893

Total Revenues
523,316

 
449,708

 
690,219

 
1,131,812

Expenses:
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
Salary, bonus and benefits
115,075

 
105,545

 
230,901

 
207,158

Equity-based compensation
37,784

 
22,740

 
73,309

 
45,847

Profit sharing expense
70,545

 
58,059

 
58,268

 
202,383

Total compensation and benefits
223,404

 
186,344

 
362,478

 
455,388

Interest expense
15,162

 
13,195

 
28,959

 
26,194

General, administrative and other
62,517

 
59,729

 
124,194

 
121,769

Placement fees
311

 
5,258

 
638

 
7,163

Total Expenses
301,394

 
264,526

 
516,269

 
610,514

Other Income (Loss):
 
 
 
 
 
 
 
Net gains (losses) from investment activities
(67,505
)
 
(513
)
 
(134,638
)
 
34,004

Net gains from investment activities of consolidated variable interest entities
9,213

 
6,132

 
15,745

 
10,240

Interest income
4,547

 
622

 
8,106

 
1,425

Other income (loss), net
(5,443
)
 
742

 
(1,197
)
 
19,389

Total Other Income (Loss)
(59,188
)
 
6,983

 
(111,984
)
 
65,058

Income before income tax provision
162,734

 
192,165

 
61,966

 
586,356

Income tax (provision) benefit
(18,924
)
 
777

 
(27,504
)
 
(38,384
)
Net Income
143,810

 
192,942

 
34,462

 
547,972

Net income attributable to Non-Controlling Interests
(80,200
)
 
(101,262
)
 
(29,114
)
 
(311,096
)
Net Income Attributable to Apollo Global Management, LLC
63,610

 
91,680

 
5,348

 
236,876

Net income attributable to Series A Preferred Shareholders
(4,383
)
 
(4,772
)
 
(8,766
)
 
(4,772
)
Net income attributable to Series B Preferred Shareholders
(4,569
)
 
—

 
(4,569
)
 
—

Net Income (Loss) Attributable to Apollo Global Management, LLC Class A Shareholders
$
54,658

 
$
86,908

 
$
(7,987
)
 
$
232,104

Distributions Declared per Class A Share
$
0.38

 
$
0.49

 
$
1.04

 
$
0.94

Net Income (Loss) Per Class A Share:
 
 
 
 
 
 
 
Net Income (Loss) Available to Class A Share – Basic
$
0.25

 
$
0.44

 
$
(0.09
)
 
$
1.19

Net Income (Loss) Available to Class A Share – Diluted
$
0.25

 
$
0.44

 
$
(0.09
)
 
$
1.19

Weighted Average Number of Class A Shares Outstanding – Basic
200,711,475

 
190,591,756

 
199,578,334

 
188,564,562

Weighted Average Number of Class A Shares Outstanding – Diluted
200,711,475

 
190,591,756

 
199,578,334

 
188,564,562


See accompanying notes to condensed consolidated financial statements.

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Table of Contents

APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2018 AND 2017
(dollars in thousands, except share data)
 
For the Three Months Ended
June 30,
 
For the Six Months Ended
June 30,
 
2018
 
2017
 
2018
 
2017
Net Income
$
143,810

 
$
192,942

 
$
34,462

 
$
547,972

Other Comprehensive Income (Loss), net of tax:
 
 
 
 
 
 
 
Currency translation adjustments, net of tax
(17,885
)
 
11,219

 
(12,865
)
 
8,940

Net gain from change in fair value of cash flow hedge instruments
25

 
25

 
52

 
51

Net loss on available-for-sale securities
(196
)
 
(149
)
 
(237
)
 
(101
)
Total Other Comprehensive Income (Loss), net of tax
(18,056
)
 
11,095

 
(13,050
)
 
8,890

Comprehensive Income
125,754

 
204,037

 
21,412

 
556,862

Comprehensive Income attributable to Non-Controlling Interests
(64,459
)
 
(103,576
)
 
(17,385
)
 
(314,285
)
Comprehensive Income Attributable to Apollo Global Management, LLC
$
61,295

 
$
100,461

 
$
4,027

 
$
242,577


See accompanying notes to condensed consolidated financial statements.

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Table of Contents

APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS’ EQUITY (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017
(dollars in thousands, except share data)
 
Apollo Global Management, LLC Shareholders
 
 
 
 
 
 
 
 
 
Class A
Shares
 
Class B
Shares
 
Series A Preferred Shares
 
Series B Preferred Shares
 
Additional
Paid in
Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive Loss
 
Total Apollo
Global
Management,
LLC
Shareholders’
Equity
 
Non-
Controlling
Interests in
Consolidated
Entities
 
Non-
Controlling
Interests in
Apollo
Operating
Group
 
Total
Shareholders’
Equity
Balance at January 1, 2017
185,460,294

 
1

 
$
—

 
$
—

 
$
1,830,025

 
$
(986,186
)
 
$
(8,723
)
 
$
835,116

 
$
90,063

 
$
942,349

 
$
1,867,528

Adoption of new accounting guidance
—

 
—

 
—

 
—

 
—

 
22,901

 
—

 
22,901

 
—

 
—

 
22,901

Dilution impact of issuance of Class A shares
—

 
—

 
—

 
—

 
(228
)
 
—

 
—

 
(228
)
 
—

 
—

 
(228
)
Equity issued in connection with Preferred shares offering
—

 
—

 
264,398

 
—

 
—

 
—

 
—

 
264,398

 
—

 
—

 
264,398

Capital increase related to equity-based compensation
—

 
—

 
—

 
—

 
35,106

 
—

 
—

 
35,106

 
—

 
—

 
35,106

Capital contributions
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
34,115

 
—

 
34,115

Distributions
—

 
—

 
(4,772
)
 
—

 
(184,820
)
 
—

 
—

 
(189,592
)
 
(2,710
)
 
(220,367
)
 
(412,669
)
Payments related to issuances of Class A shares for equity-based awards
1,863,332

 
—

 
—

 
—

 
—

 
(24,284
)
 
—

 
(24,284
)
 
—

 
—

 
(24,284
)
Exchange of AOG Units for Class A shares
5,432,418

 
—

 
—

 
—

 
36,055

 
—

 
—

 
36,055

 
—

 
(26,596
)
 
9,459

Net income
—

 
—

 
4,772

 
—

 
—

 
232,104

 
—

 
236,876

 
7,919

 
303,177

 
547,972

Currency translation adjustments, net of tax
—

 
—

 
—

 
—

 
—

 
—

 
5,778

 
5,778

 
7,893

 
(4,731
)
 
8,940

Net gain from change in fair value of cash flow hedge instruments
—

 
—

 
—

 
—

 
—

 
—

 
24

 
24

 
—

 
27

 
51

Net income on available-for-sale securities
—

 
—

 
—

 
—

 
—

 
—

 
(101
)
 
(101
)
 
—

 
—

 
(101
)
Balance at June 30, 2017
192,756,044

 
1

 
$
264,398

 
$
—

 
$
1,716,138

 
$
(755,465
)
 
$
(3,022
)
 
$
1,222,049

 
$
137,280

 
$
993,859

 
$
2,353,188

Balance at January 1, 2018
195,267,669

 
1

 
$
264,398

 
$
—

 
$
1,579,797

 
$
(379,460
)
 
$
(1,809
)
 
$
1,462,926

 
$
140,086

 
$
1,294,784

 
$
2,897,796

Adoption of new accounting guidance
—

 
—

 
—

 
—

 
—

 
(8,149
)
 
—

 
(8,149
)
 
—

 
(11,210
)
 
(19,359
)
Dilution impact of issuance of Class A shares
—

 
—

 
—

 
—

 
104

 
—

 
—

 
104

 
—

 
—

 
104

Equity issued in connection with Preferred shares offering
—

 
—

 
—

 
289,815

 
—

 
—

 
—

 
289,815

 
—

 
—

 
289,815

Capital increase related to equity-based compensation
—

 
—

 
—

 
—

 
57,065

 
—

 
—

 
57,065

 
—

 
—

 
57,065

Capital contributions
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
146,518

 
—

 
146,518

Distributions
—

 
—

 
(8,766
)
 
(4,569
)
 
(219,162
)
 
—

 
—

 
(232,497
)
 
(21,634
)
 
(261,180
)
 
(515,311
)
Payments related to issuances of Class A shares for equity-based awards
1,986,612

 
—

 
—

 
—

 
—

 
(34,739
)
 
—

 
(34,739
)
 
—

 
—

 
(34,739
)
Repurchase of Class A shares
(849,785
)
 
—

 
—

 
—

 
(28,728
)
 
—

 
—

 
(28,728
)
 
—

 
—

 
(28,728
)
Exchange of AOG Units for Class A shares
5,180,600

 
—

 
—

 
—

 
40,231

 
—

 
—

 
40,231

 
—

 
(32,827
)
 
7,404

Net income (loss)
—

 
—

 
8,766

 
4,569

 
—

 
(7,987
)
 
—

 
5,348

 
14,695

 
14,419

 
34,462

Currency translation adjustments, net of tax
—

 
—

 
—

 
—

 
—

 
—

 
(1,229
)
 
(1,229
)
 
(10,503
)
 
(1,133
)
 
(12,865
)
Net gain from change in fair value of cash flow hedge instruments
—

 
—

 
—

 
—

 
—

 
—

 
26

 
26

 
—

 
26

 
52

Net loss on available-for-sale securities
—

 
—

 
—

 
—

 
—

 
—

 
(118
)
 
(118
)
 
—

 
(119
)
 
(237
)
Balance at June 30, 2018
201,585,096

 
1

 
$
264,398

 
$
289,815

 
$
1,429,307

 
$
(430,335
)
 
$
(3,130
)
 
$
1,550,055

 
$
269,162

 
$
1,002,760

 
$
2,821,977


See accompanying notes to condensed consolidated financial statements.

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Table of Contents

APOLLO GLOBAL MANAGEMENT, LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017
(dollars in thousands, except share data)
 
For the Six Months Ended June 30,
 
2018
 
2017
Cash Flows from Operating Activities:
 
 
 
Net income
$
34,462

 
$
547,972

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Equity-based compensation
73,309

 
45,847

Depreciation and amortization
7,574

 
8,445

Unrealized (gains) losses from investment activities
140,517

 
(37,721
)
Principal investment income
(9,181
)
 
(55,389
)
Performance allocations
(4,920
)
 
(472,986
)
Change in fair value of contingent obligations
(8,034
)
 
(2,561
)
Deferred taxes, net
23,546

 
35,835

Other non-cash amounts included in net income (loss), net
(12,304
)
 
4,538

Cash flows due to changes in operating assets and liabilities:
 
 
 
Incentive fees receivable
(9,029
)
 
(5,215
)
Due from related parties
(48,586
)
 
(41,600
)
Accounts payable and accrued expenses
5,593

 
2,629

Accrued compensation and benefits
47,837

 
44,761

Deferred revenue
(17,279
)
 
(57,113
)
Due to related parties
375

 
(3,844
)
Profit sharing payable
(24,544
)
 
51,088

Other assets and other liabilities, net
(9,134
)
 
(19,543
)
Cash distributions of earnings from principal investments
39,656

 
30,197

Cash distributions of earnings from performance allocations
257,128

 
426,634

Satisfaction of contingent obligations
(2,564
)
 
(16,821
)
Apollo Fund and VIE related:
 
 
 
Net realized and unrealized gains from investing activities and debt
(20,714
)
 
(10,590
)
Purchases of investments
(288,914
)
 
(324,169
)
Proceeds from sale of investments
279,606

 
280,657

Changes in other assets and other liabilities, net
(59,325
)
 
(11,082
)
Net Cash Provided by Operating Activities
$
395,075

 
$
419,969

Cash Flows from Investing Activities:
 
 
 
Purchases of fixed assets
$
(5,108
)
 
$
(3,616
)
Proceeds from sale of investments
28,316

 
—

Purchase of investments
(57,903
)
 
(4,699
)
Purchase of U.S. Treasury securities
(59,529
)
 
—

Proceeds from maturities of U.S. Treasury securities
425,830

 
—

Cash contributions to equity method investments
(160,346
)
 
(72,674
)
Cash distributions from equity method investments
53,770

 
51,513

Issuance of related party loans
(1,650
)
 
(5,834
)
Repayment of related party loans
—

 
17,700

Other investing activities
171

 
(790
)
Net Cash Provided by (Used in) Investing Activities
$
223,551

 
$
(18,400
)
Cash Flows from Financing Activities:
 
 
 
Principal repayments of debt
$
(300,000
)
 
$
—

Issuance of Preferred shares, net of issuance costs
289,815

 
264,398

Distributions to Preferred Shareholders
(13,335
)
 
(4,772
)
Satisfaction of tax receivable agreement
(50,267
)
 
(17,895
)
Issuance of debt
299,676

 
—

Purchase of Class A shares
(52,482
)
 
(7,268
)
Payments related to deliveries of Class A shares for RSUs
(34,739
)
 
(24,284
)
Distributions paid
(219,162
)
 
(184,820
)
Distributions paid to Non-Controlling Interests in Apollo Operating Group
(261,180
)
 
(220,367
)
Other financing activities
(5,142
)
 
(1,855
)
Apollo Fund and VIE related:
 
 
 
Issuance of debt
—

 
474,234

Principal repayment of debt
(92,153
)
 
(441,636
)
Distributions paid to Non-Controlling Interests in consolidated entities
(18,939
)
 
(84
)
Contributions from Non-Controlling Interests in consolidated entities
147,189

 
33,344

Net Cash Used in Financing Activities
$
(310,719
)
 
$
(131,005
)
Net Increase in Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities
307,907

 
270,564

Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities, Beginning of Period
848,060

 
859,662

Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities, End of Period
$
1,155,967

 
$
1,130,226

Supplemental Disclosure of Cash Flow Information:
 
 
 
Interest paid
$
25,706

 
$
28,316

Interest paid by consolidated variable interest entities
9,341

 
5,581

Income taxes paid
5,494

 
5,616

Supplemental Disclosure of Non-Cash Investing Activities:
 
 
 
Non-cash distributions from equity method investments
$
(24,902
)
 
$
(25,808
)
Non-cash contributions of other investments, at fair value
194,003

 
25,091

Non-cash distributions of other investments, at fair value
(46,623
)
 
—

Supplemental Disclosure of Non-Cash Financing Activities:
 
 
 
Capital increases related to equity-based compensation
$
57,065

 
$
35,106

Other non-cash financing activities
105

 
(247
)
Adjustments related to exchange of Apollo Operating Group units:
 
 
 
Deferred tax assets
$
47,009

 
$
39,298

Due to related parties
(39,605
)
 
(29,839
)
Additional paid in capital
(7,404
)
 
(9,459
)
Non-Controlling Interest in Apollo Operating Group
32,827

 
26,596

 
 
 
 
Reconciliation of Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities to the Condensed Consolidated Statements of Financial Condition:
 
 
 
Cash and cash equivalents
$
1,093,125

 
$
1,080,477

Restricted cash
3,859

 
5,023

Cash held at consolidated variable interest entities
58,983

 
44,726

Total Cash and Cash Equivalents, Restricted Cash and Cash and Cash Equivalents Held at Consolidated Variable Interest Entities
$
1,155,967

 
$
1,130,226


See accompanying notes to condensed consolidated financial statements.

- 12 -
Table of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)


1 . ORGANIZATION
Apollo Global Management, LLC (“AGM”, together with its consolidated subsidiaries, the “Company” or “Apollo”) is a global alternative investment manager whose predecessor was founded in 1990. Its primary business is to raise, invest and manage credit, private equity and real assets funds as well as strategic investment accounts, on behalf of pension, endowment and sovereign wealth funds, as well as other institutional and individual investors. For these investment management services, Apollo receives management fees generally related to the amount of assets managed, transaction and advisory fees, incentive fees and performance allocations related to the performance of the respective funds that it manages. Apollo has three primary business segments:
•
Credit —primarily invests in non-control corporate and structured debt instruments including performing, stressed and distressed investments across the capital structure;
•
Private equity —primarily invests in control equity and related debt instruments, convertible securities and distressed debt investments; and
•
Real assets —primarily invests in real estate equity for the acquisition and recapitalization of real estate assets, portfolios, platforms and operating companies, and real estate debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities.
Organization of the Company
The Company was formed as a Delaware limited liability company on July 3, 2007 and completed a reorganization of its predecessor businesses on July 13, 2007 (the “2007 Reorganization”). The Company is managed and operated by its manager, AGM Management, LLC, which in turn is indirectly wholly-owned and controlled by Leon Black, Joshua Harris and Marc Rowan, its Managing Partners.
As of June 30, 2018 , the Company owned, through six intermediate holding companies, 49.9% of the economic interests of, and operated and controlled all of the businesses and affairs of, the Apollo Operating Group through its wholly-owned subsidiaries.
AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership (“Holdings”), is the entity through which the Managing Partners and certain of the Company’s other partners (the “Contributing Partners”) indirectly beneficially own interests in each of the partnerships that comprise the Apollo Operating Group (“AOG Units”). As of June 30, 2018 , Holdings owned the remaining 50.1% of the economic interests in the Apollo Operating Group. The Company consolidates the financial results of the Apollo Operating Group and its consolidated subsidiaries. Holdings’ ownership interest in the Apollo Operating Group is reflected as a Non-Controlling Interest in the accompanying condensed consolidated financial statements.
2 . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and instructions to the Quarterly Report on Form 10-Q. The condensed consolidated financial statements and these notes are unaudited and exclude some of the disclosures required in annual financial statements. Management believes it has made all necessary adjustments (consisting only of normal recurring items) so that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These condensed consolidated financial statements should be read in conjunction with the annual financial statements included in the 2017 Annual Report.
The condensed consolidated financial statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries, the consolidated entities which are considered to be variable interest entities (“VIEs”) and for which the Company is considered the primary beneficiary, and certain entities which are not considered VIEs but which the Company controls through a majority voting interest. Intercompany accounts and transactions, if any, have been eliminated upon consolidation.
Certain reclassifications, when applicable, have been made to the prior periods’ condensed consolidated financial statements and notes to conform to the current period’s presentation and are disclosed accordingly.

- 13 -
Table of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Consolidation
The types of entities with which Apollo is involved generally include subsidiaries (e.g., general partners and management companies related to the funds the Company manages), entities that have all the attributes of an investment company (e.g., funds) and securitization vehicles (e.g., CLOs). Each of these entities is assessed for consolidation on a case by case basis depending on the specific facts and circumstances surrounding that entity.
Pursuant to the consolidation guidance, the Company first evaluates whether it holds a variable interest in an entity. Fees that are customary and commensurate with the level of services provided, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered a variable interest. Apollo factors in all economic interests including proportionate interests through related parties, to determine if such interests are considered a variable interest. As Apollo’s interests in many of these entities are solely through market rate fees and/or insignificant indirect interests through related parties, Apollo is not considered to have a variable interest in many of these entities and no further consolidation analysis is performed. For entities where the Company has determined that it does hold a variable interest, the Company performs an assessment to determine whether each of those entities qualify as a VIE.
The determination as to whether an entity qualifies as a VIE depends on the facts and circumstances surrounding each entity and therefore certain of Apollo’s funds may qualify as VIEs under the variable interest model whereas others may qualify as voting interest entities (“VOEs”) under the voting interest model. The granting of substantive kick-out rights is a key consideration in determining whether a limited partnership or similar entity is a VIE and whether or not that entity should be consolidated.
Under the variable interest model, Apollo consolidates those entities where it is determined that the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary when it has a controlling financial interest in the VIE, which is defined as possessing both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. When Apollo alone is not considered to have a controlling financial interest in the VIE but Apollo and its related parties under common control in the aggregate have a controlling financial interest in the VIE, Apollo will be deemed the primary beneficiary if it is the party that is most closely associated with the VIE. When Apollo and its related parties not under common control in the aggregate have a controlling financial interest in the VIE, Apollo would be deemed to be the primary beneficiary if substantially all the activities of the entity are performed on behalf of Apollo.
Apollo determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion continuously. Investments and redemptions (either by Apollo, related parties of Apollo or third parties) or amendments to the governing documents of the respective entity may affect an entity’s status as a VIE or the determination of the primary beneficiary.
Assets and liabilities of the consolidated VIEs are primarily shown in separate sections within the condensed consolidated statements of financial condition. Changes in the fair value of the consolidated VIEs’ assets and liabilities and related interest, dividend and other income and expenses are presented within net gains from investment activities of consolidated variable interest entities in the condensed consolidated statements of operations. The portion attributable to Non-Controlling Interests is reported within net (income) loss attributable to Non-Controlling Interests in the condensed consolidated statements of operations. For additional disclosures regarding VIEs, see note 5 .
Under the voting interest model, Apollo consolidates those entities it controls through a majority voting interest. Apollo does not consolidate those VOEs in which substantive kick-out rights have been granted to the unrelated investors to either dissolve the fund or remove the general partner.
Cash and Cash Equivalents
Apollo considers all highly liquid short-term investments with original maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include money market funds and U.S. Treasury securities with original maturities of three months or less when purchased. Interest income from cash and cash equivalents is recorded in interest income in the condensed consolidated statements of operations. The carrying values of the money market funds and U.S. Treasury securities was $743.3 million and $404.7 million as of June 30, 2018 and December 31, 2017 , respectively, which approximate their fair values due to their short-term nature and are categorized as Level I within the fair value hierarchy. Substantially all of the Company’s cash on deposit is in interest bearing accounts with major financial institutions and exceed insured limits.

- 14 -
Table of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

U.S. Treasury securities, at fair value
U.S. Treasury securities, at fair value includes U.S. Treasury bills with original maturities greater than three months when purchased. These securities are recorded at fair value. Interest income on such securities is separately presented from the overall change in fair value and is recognized in interest income in the condensed consolidated statements of operations. Any remaining change in fair value of such securities, that is not recognized as interest income, is recognized in net gains (losses) from investment activities in the condensed consolidated statements of operations.
Fair Value of Financial Instruments
Apollo has elected the fair value option for the Company’s investment in Athene Holding, the assets and liabilities of certain of its consolidated VIEs (including CLOs), the Company’s U.S. Treasury securities with original maturities greater than three months when purchased, and certain of the Company’s other investments. Such election is irrevocable and is applied to financial instruments on an individual basis at initial recognition.
The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions.
Except for the Company’s debt obligations, financial instruments are generally recorded at fair value or at amounts whose carrying values approximate fair value. The actual realized gains or losses will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may ultimately differ significantly from the assumptions on which the valuations were based.
Fair Value Hierarchy
U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:
Level I - Quoted prices are available in active markets for identical financial instruments as of the reporting date. The types of financial instruments included in Level I include listed equities and debt. The Company does not adjust the quoted price for these financial instruments, even in situations where the Company holds a large position and the sale of such position would likely deviate from the quoted price.
Level II - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Financial instruments that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives where the fair value is based on observable inputs. These financial instruments exhibit higher levels of liquid market observability as compared to Level III financial instruments.
Level III - Pricing inputs are unobservable for the financial instrument and includes situations where there is little observable market activity for the financial instrument. The inputs into the determination of fair value may require significant management judgment or estimation. Financial instruments that are included in this category generally include general and limited partner interests in corporate private equity and real assets funds, opportunistic credit funds, distressed debt and non-investment grade residual interests in securitizations and CDOs and CLOs where the fair value is based on observable inputs as well as unobservable inputs.
When a security is valued based on broker quotes, the Company subjects those quotes to various criteria in making the determination as to whether a particular financial instrument would qualify for classification as Level II or Level III. These

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

criteria include, but are not limited to, the number and quality of the broker quotes, the standard deviations of the observed broker quotes, and the percentage deviation from independent pricing services.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument when the fair value is based on unobservable inputs.
Transfers between levels of the fair value hierarchy are recognized as of the end of the reporting period.
Equity Method Investments
For investments in entities over which the Company exercises significant influence but which do not meet the requirements for consolidation and for which the Company has not elected the fair value option, the Company uses the equity method of accounting, whereby the Company records its share of the underlying income or loss of such entities. The Company’s share of the underlying net income or loss of such entities is recorded in principal investment income in the condensed consolidated statements of operations.
The carrying amounts of equity method investments are recorded in investments in the condensed consolidated statements of financial condition. As the underlying entities that the Company manages and invests in are, for U.S. GAAP purposes, primarily investment companies which reflect their investments at estimated fair value, the carrying value of the Company’s equity method investments in such entities approximates fair value.
Financial Instruments held by Consolidated VIEs
The Company measures both the financial assets and financial liabilities of the consolidated CLOs in its condensed consolidated financial statements using the fair value of the financial assets of the consolidated CLOs, which are more observable than the fair value of the financial liabilities of the consolidated CLOs. As a result, the financial assets of the consolidated CLOs are measured at fair value and the financial liabilities are measured in consolidation as: (i) the sum of the fair value of the financial assets and the carrying value of any non-financial assets that are incidental to the operations of the CLOs less (ii) the sum of the fair value of any beneficial interests retained by the Company (other than those that represent compensation for services) and the Company’s carrying value of any beneficial interests that represent compensation for services. The resulting amount is allocated to the individual financial liabilities (other than the beneficial interest retained by the Company) using a reasonable and consistent methodology. Under the measurement alternative, net (income) loss attributable to Apollo Global Management, LLC reflects the Company’s own economic interests in the consolidated CLOs including (i) changes in the fair value of the beneficial interests retained by the Company and (ii) beneficial interests that represent compensation for collateral management services.
The consolidated VIEs hold investments that could be traded over-the-counter. Investments in securities that are traded on a securities exchange or comparable over-the-counter quotation systems are valued based on the last reported sale price at that date. If no sales of such investments are reported on such date, and in the case of over-the-counter securities or other investments for which the last sale date is not available, valuations are based on independent market quotations obtained from market participants, recognized pricing services or other sources deemed relevant, and the prices are based on the average of the “bid” and “ask” prices, or at ascertainable prices at the close of business on such day. Market quotations are generally based on valuation pricing models or market transactions of similar securities adjusted for security-specific factors such as relative capital structure priority and interest and yield risks, among other factors. When market quotations are not available, a model based approach is used to determine fair value.
Deferred Revenue
Apollo records deferred revenue, which is a type of contract liability, when consideration is received in advance of management services provided.
Apollo also earns management fees subject to the Management Fee Offset (described below). When advisory and transaction fees are earned by the management company, the Management Fee Offset reduces the management fee obligation of the fund. When the Company receives cash for advisory and transaction fees, a certain percentage of such advisory and/or transaction fees, as applicable, is allocated as a credit to reduce future management fees, otherwise payable by such fund. Such credit is recorded as deferred revenue in the condensed consolidated statements of financial condition. A portion of any excess advisory

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

and transaction fees may be required to be returned to the limited partners of certain funds upon such fund’s liquidation. As the management fees earned by the Company are presented on a gross basis, any Management Fee Offsets calculated are presented as a reduction to advisory and transaction fees in the condensed consolidated statements of operations.
Additionally, Apollo earns advisory fees pursuant to the terms of the advisory agreements with certain of the portfolio companies that are owned by the funds Apollo manages. When Apollo receives a payment from a portfolio company that exceeds the advisory fees earned at that point in time, the excess payment is recorded as deferred revenue in the condensed consolidated statements of financial condition. The advisory agreements with the portfolio companies vary in duration and the associated fees are received monthly, quarterly or annually. Deferred revenue is reversed and recognized as revenue over the period that the agreed upon services are performed. There was $119.7 million of revenue recognized during the six months ended June 30, 2018 that was previously deferred as of January 1, 2018.
Under the terms of the funds’ partnership agreements, Apollo is normally required to bear organizational expenses over a set dollar amount and placement fees or costs in connection with the offering and sale of interests in the funds it manages to investors. The placement fees are payable to placement agents, who are independent third parties that assist in identifying potential investors, securing commitments to invest from such potential investors, preparing or revising offering and marketing materials, developing strategies for attempting to secure investments by potential investors and/or providing feedback and insight regarding issues and concerns of potential investors, when a limited partner either commits or funds a commitment to a fund. In certain instances the placement fees are paid over a period of time. Based on the management agreements with the funds, Apollo considers placement fees and organizational costs paid in determining if cash has been received in excess of the management fees earned. Placement fees and organizational costs are normally the obligation of Apollo but can be paid for by the funds. When these costs are paid by the fund, the resulting obligations are included within deferred revenue. The deferred revenue balance will also be reduced during future periods when management fees are earned but not paid.
Revenues
The Company’s revenues are reported in four separate categories that include (i) management fees; (ii) advisory and transaction fees, net; (iii) investment income which is comprised of two subcomponents: (1) performance allocations and (2) principal investment income; and (iv) incentive fees.
On January 1, 2018, the Company adopted new revenue guidance issued by the FASB for recognizing revenue from contracts with customers. The new revenue guidance requires that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services (i.e., the transaction price). When determining the transaction price under the new revenue guidance, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. The new revenue guidance also requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized.
The Company has concluded that its management fees, advisory and transaction fees, and incentive fees are within the scope of the new revenue guidance. For incentive fees, the new revenue guidance delays the timing of certain revenues compared to the prior accounting treatment. These amounts were previously recognized in carried interest income in the condensed consolidated statements of operations and are now recognized separately within its own line, incentive fees.
Effective January 1, 2018, the Company implemented a change in accounting principle for performance allocations to be accounted for under guidance applicable to equity method investments, and therefore not within the scope of the new revenue guidance. The accounting change does not change the timing or amount of revenue recognized related to performance allocation arrangements. These amounts were previously recognized within carried interest income in the condensed consolidated statements of operations and carried interest receivable within the condensed consolidated statements of financial condition. As a result of the change in accounting principle, the Company recognizes performance allocations within investment income along with the related principal investment income (as described further below) in the condensed consolidated statements of operations and within the investments line in the condensed consolidated statements of financial condition. The Company applied this change in accounting principle on a full retrospective basis.
The new revenue guidance was adopted on a modified retrospective basis. The adoption of the new revenue guidance did not have a material impact on the Company. In connection with the adoption of the new revenue guidance, the Company recorded a cumulative effect adjustment to total shareholders’ equity as of January 1, 2018 in the amount of $19.4 million net of

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

taxes. Prior periods have not been recast to reflect the new revenue guidance. Accordingly, prior periods reflect recognition under the previous guidance whereby incentive fees were recorded on an assumed liquidation basis at each reporting date. Refer to disclosures below for additional information on each of the Company’s revenue streams.
Management Fees
Management fees for funds are recognized over time during the periods in which the related services are performed in accordance with the contractual terms of the related agreement. Management fees are generally based on (1) a percentage of the capital committed during the commitment period, and thereafter based on the remaining invested capital of unrealized investments, or (2) net asset value, gross assets or as otherwise defined in the respective agreements. Included in management fees are certain expense reimbursements where the Company is considered the principal under the agreements and is required to record the expense and related reimbursement revenue on a gross basis.
Advisory and Transaction Fees, Net
Advisory fees, including monitoring fees and directors’ fees, are generally recognized over time as the underlying services are provided in accordance with the contractual terms of the related agreement. The Company receives such fees in exchange for ongoing management consulting, monitoring, and oversight of portfolio company operations. Transaction fees, including structuring fees and arranging fees are generally recognized at a point in time when the underlying services rendered are complete.
The amounts due from portfolio companies are recorded in due from related parties, which is discussed further in note 13 . Under the terms of the limited partnership agreements for certain funds, the management fee payable by the funds may be subject to a reduction based on a certain percentage of such advisory and transaction fees, net of applicable broken deal costs (“Management Fee Offset”). Advisory and transaction fees are presented net of the Management Fee Offset in the condensed consolidated statements of operations.
Underwriting fees, which are also included within advisory and transaction fees, net, include gains, losses and fees, arising from securities offerings in which one of the Company’s subsidiaries participates in the underwriter syndicate. Underwriting fees are recognized at a point in time when the underwriting is completed. Underwriting fees recognized but not received are recorded in other assets on the condensed consolidated statements of financial condition.
During the normal course of business, the Company incurs certain costs related to certain transactions that are not consummated (“broken deal costs”). These costs (e.g., research costs, due diligence costs, professional fees, legal fees and other related items) are determined to be broken deal costs upon management’s decision to no longer pursue the transaction. In accordance with the related fund agreement, in the event the deal is deemed broken, all of the costs are reimbursed by the funds and then included as a component of the calculation of the Management Fee Offset. If a deal is successfully completed, Apollo is reimbursed by the fund or fund’s portfolio company for all costs incurred and no offset is generated. As the Company acts as an agent for the funds it manages, any transaction costs incurred and paid by the Company on behalf of the respective funds relating to successful or broken deals are recorded net on the Company’s condensed consolidated statements of operations, and any receivable from the respective funds is recorded in due from related parties on the condensed consolidated statements of financial condition.
Investment Income
Investment income is comprised of two subcomponents: (1) performance allocations and (2) principal investment income.
Performance Allocations
Performance allocations are a type of performance revenue (i.e., income earned based on the extent to which an entity’s performance exceeds predetermined thresholds). Performance allocations are generally structured from a legal standpoint as an allocation of capital in which the asset manager’s capital account receives allocations of the returns of an entity when those returns exceed predetermined thresholds. The determination of which performance revenues are considered performance allocations is primarily based on the terms of an agreement with the entity.
As noted above, as a result of a change in accounting principle, the Company recognizes performance allocations within investment income along with the related principal investment income (as described further below) in the condensed consolidated statements of operations and within the investments line in the condensed consolidated statements of financial condition.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Principal Investment Income
Principal investment income includes the Company’s income or loss from equity method investments and certain other investments in entities in which the Company is generally eligible to receive performance allocations. Income from equity method investments includes the Company’s share of net income or loss generated from its investments, which are not consolidated, but in which the Company exerts significant influence. Prior to the change in accounting principle noted above, income from equity method investments was included within other income (loss) in the condensed consolidated statements of operations. All prior periods have been conformed to reflect this change in presentation.
Incentive Fees
Incentive fees are a type of performance revenue. Incentive fees differ from performance allocations in that incentive fees do not represent an allocation of capital but rather a contractual fee arrangement with the entity.
Incentive fees are considered a form of variable consideration under the new guidance as they are subject to clawback or reversal and therefore must be deferred until the fees are probable to not be significantly reversed. Accrued but unpaid incentive fees are reported within incentive fees receivable in the Company’s condensed consolidated statements of financial condition. As noted earlier, prior to the adoption of the new revenue guidance, incentive fees were recognized on an assumed liquidation basis. The Company’s incentive fees primarily relate to the credit segment and are generally received from the management of CLOs, managed accounts and AINV.
As it relates to AINV, incentive fees include a quarterly fee on the pre-incentive fee net investment income (“AINV Part I Fees”) of AINV. For purposes of the AINV Part I Fees, the net investment income of AINV includes interest income, dividend income and certain other income but excludes any realized and unrealized capital gains or losses. Such AINV Part I Fees are paid quarterly and are not subject to repayment. Therefore, the recognition of these fees are not impacted by the adoption of the new revenue guidance.
Compensation and Benefits
Equity-Based Compensation
Equity-based awards granted to employees as compensation are measured based on the grant date fair value of the award. Equity-based awards that do not require future service (i.e., vested awards) are expensed immediately. Equity-based employee awards that require future service are expensed over the relevant service period. In addition, the Company provides for the vesting of certain restricted stock units (“RSUs”) subject to continued employment and certain performance metrics being achieved. In accordance with U.S. GAAP, equity-based compensation expense for such awards is recognized on an accelerated recognition method over the requisite service period to the extent the performance metrics are met or deemed probable. Equity-based awards granted to non-employees for services provided to related parties are remeasured to fair value at the end of each reporting period and expensed over the relevant service period. The Company accounts for forfeitures of equity-based awards when they occur.
Profit Sharing
Profit sharing expense and profit sharing payable primarily consist of a portion of performance allocations and incentive fees (collectively, “performance revenues”) earned from certain funds that are allocated to employees, former employees and Contributing Partners. Profit sharing amounts are recognized as the related performance revenues are earned. Accordingly, profit sharing amounts can be reversed during periods when there is a decline in performance revenues that were previously recognized.
Profit sharing amounts are generally not paid until the related performance revenue is distributed to the general partner upon realization of the fund’s investments. Under certain profit sharing arrangements, the Company requires that a portion of certain of the performance revenues distributed to our employees be used to purchase Class A restricted shares issued under our 2007 Equity Plan. Prior to distribution of the performance revenue, the Company records the value of the equity-based awards expected to be granted in other assets and other liabilities within the condensed consolidated statements of financial condition. Such equity-based awards are recorded as equity-based compensation expense over the relevant service period once granted.
Additionally, profit sharing amounts previously distributed may be subject to clawback from employees, former employees and Contributing Partners. When applicable, the accrual for potential clawback of previously distributed profit sharing amounts, which is a component of due from related parties on the condensed consolidated statements of financial condition,

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

represents all amounts previously distributed to employees, former employees and Contributing Partners that would need to be returned to the general partner if the Apollo funds were to be liquidated based on the fair value of the underlying funds’ investments as of the reporting date. The actual general partner receivable, however, would not become realized until the end of a fund’s life.
Profit sharing payable also includes contingent consideration obligations that were recognized in connection with certain Apollo acquisitions. Changes in the fair value of the contingent consideration obligations are reflected in the Company’s condensed consolidated statements of operations as profit sharing expense.
The Company has a performance-based incentive arrangement for certain Apollo partners and employees designed to more closely align compensation on an annual basis with the overall realized performance of the Company. This arrangement enables certain partners and employees to earn discretionary compensation based on performance revenue earned by the Company in a given year, which amounts are reflected in profit sharing expense in the accompanying condensed consolidated financial statements.
401(k) Savings Plan
The Company sponsors a 401(k) savings plan (the “401(k) Plan”) whereby U.S.-based employees are entitled to participate in the 401(k) Plan based upon satisfying certain eligibility requirements. The Company matches 50% of eligible annual employee contributions up to 3% of the eligible employees’ annual compensation. Matching contributions vest after three years of service.
General, Administrative and Other
General, administrative and other primarily includes professional fees, occupancy, depreciation and amortization, travel, information technology and administration expenses.
Use of Estimates
The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Apollo’s most significant estimates include goodwill, intangible assets, income taxes, performance allocations, incentive fees, contingent consideration obligation related to an acquisition, non-cash compensation, and fair value of investments and debt. Actual results could differ materially from those estimates.
Recent Accounting Pronouncements
In February 2016, the FASB issued guidance that amends the accounting for leases. The amended guidance requires recognition of a lease asset and a lease liability by lessees for leases classified as operating leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from existing guidance. The amended guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018. Early application is permitted for all entities. The Company expects its total assets and total liabilities on its condensed consolidated statements of financial condition to increase upon adoption of this guidance as a result of recording a lease asset and lease liability related to our operating leases. The Company is continuing to evaluate the impact that this guidance will have on its condensed consolidated financial statements. The Company expects to adopt the new leasing guidance on January 1, 2019.
In November 2016, the FASB issued guidance to reduce diversity in practice in the classification and presentation of changes in restricted cash on the statements of cash flows. The new guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash. Entities are also required to reconcile such total to amounts on the Company’s condensed consolidated statements of financial condition and disclose the nature of the restrictions. The Company adopted the standard beginning January 1, 2018 using a retrospective transition method to each period presented. Upon adoption of this standard restricted cash and cash and cash equivalents held at consolidated variable interest entities are included within the beginning of period and end of period balances in the Company’s condensed consolidated statements of cash flows. Refer to the Company’s condensed consolidated statements of cash flows for the impact of this standard.
In January 2017, the FASB issued guidance that changes the definition of a business with the objective of adding guidance to assist companies with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

or businesses. The guidance is effective for interim and annual periods beginning after December 15, 2017. The adoption of this standard did not have an impact on the condensed consolidated financial statements of the Company.
In January 2017, the FASB issued guidance to simplify the test for goodwill impairment. The new guidance removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment (Step 2). Under the new guidance, a goodwill impairment is calculated as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill in the reporting unit. The guidance is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and should be performed prospectively. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The guidance is not expected to have an impact on the condensed consolidated financial statements of the Company.
3 . INVESTMENTS
The following table represents Apollo’s investments:  
 
As of
June 30, 2018
 
As of
December 31, 2017
Investments, at fair value
$
917,441

 
$
866,998

Equity method investments
911,942

 
863,906

Performance allocations
1,401,205

 
1,828,930

Total Investments
$
3,230,588

 
$
3,559,834

Investments, at Fair Value
Investments, at fair value, consist of investments for which the fair value option has been elected and primarily include the Company’s investment in Athene Holding and investments in debt of unconsolidated CLOs. Changes in the fair value related to these investments are presented in net gains from investment activities except for certain investments for which the Company is entitled to receive performance allocations. For those investments, changes in fair value are presented in principal investment income.
The Company’s investment in Athene Holding, for which the fair value option was elected, and its equity method investment in Fund VIII met the significance criteria as defined by the SEC for the period ended June 30, 2018 . As such, the following table presents summarized financial information of Athene Holding and Fund VIII:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018 (1)
 
2017
 
2018 (1)
 
2017
 
in millions
Statements of Operations
 
 
 
 
 
 
 
Revenues
$
1,377

 
$
2,329

 
$
4,401

 
$
4,855

Expenses
712

 
1,471

 
4,150

 
2,741

Income before income tax provision
665

 
858

 
251

 
2,114

Income tax provision
60

 
11

 
95

 
34

Net income
$
605

 
$
847

 
$
156

 
$
2,080

(1)
Certain financial information for the three and six months ended June 30, 2018 is presented a quarter in arrears and reflects the financial information for the three and six months ended March 31, 2018 , which represents the latest available financial information as of the date of this report.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Net Gains (Losses) from Investment Activities
The following table presents the realized and net change in unrealized gains (losses) reported in net gains (losses) from investment activities:  
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Realized gains (losses) on sales of investments, net
$
—

 
$
(148
)
 
$
66

 
$
(148
)
Net change in unrealized gains (losses) due to changes in fair value
(67,505
)
 
(365
)
 
(134,704
)
 
34,152

Net gains (losses) from investment activities
$
(67,505
)
 
$
(513
)
 
$
(134,638
)
 
$
34,004

Equity Method Investments
Apollo’s equity method investments include its investments in the credit, private equity and real assets funds it manages, which are not consolidated, but in which the Company exerts significant influence. Apollo’s share of net income generated by these investments is recorded in principal investment income in the condensed consolidated statements of operations.
Equity method investments consisted of the following:
 
Equity Held as of
 
June 30, 2018
(4)  
December 31, 2017
(4)  
Credit (2)
$
403,336

 
$
325,267

 
Private Equity (1)
480,699

 
509,707

 
Real Assets
27,907

 
28,932

 
Total equity method investments (3)
$
911,942

 
$
863,906

 
(1)
The equity method investment in Fund VIII was $385.0 million and $385.7 million as of June 30, 2018 and December 31, 2017 , respectively, representing an ownership percentage of 2.2% and 2.2% as of June 30, 2018 and December 31, 2017 , respectively.
(2)
The equity method investment in AINV was $54.9 million and $56.5 million as of June 30, 2018 and December 31, 2017 , respectively. The value of the Company’s investment in AINV was $49.4 million and $50.2 million based on the quoted market price as of June 30, 2018 and December 31, 2017 , respectively.
(3)
Certain funds invest across multiple segments. The presentation in the table above is based on the classification of the majority of such funds’ investments.
(4)
Some amounts included are a quarter in arrears.
Performance Allocations
Performance allocations from private equity, credit and real assets funds consisted of the following:  
 
As of June 30, 2018
 
As of December 31, 2017
Private Equity
$
981,558

 
$
1,404,777

Credit
394,850

 
395,340

Real Assets
24,797

 
28,813

Total performance allocations
$
1,401,205

 
$
1,828,930


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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The table below provides a roll forward of the performance allocations balance:
 
 
Private Equity
 
Credit
 
Real Assets
 
Total
Performance allocations, January 1, 2018
$
1,404,777

 
$
395,340

 
$
28,813

 
$
1,828,930

Change in fair value of funds
(87,702
)
 
84,713

 
2,272

 
(717
)
Fund distributions to the Company
(335,517
)
(1)  
(85,203
)
 
(6,288
)
 
(427,008
)
Performance allocations, June 30, 2018
$
981,558

 
$
394,850

 
$
24,797

 
$
1,401,205

(1)
Includes realized performance allocations of $169.9 million from AP Alternative Assets, L.P. (“AAA”), settled in the form of shares of Athene Holding.
The change in fair value of funds excludes the reversal of previously realized performance allocations due to the general partner obligation to return previously distributed performance allocations, which is recorded in due to related parties in the consolidated statements of financial condition. See note 13 for further disclosure regarding the general partner obligation.
The timing of the payment of performance allocations due to the general partner or investment manager varies depending on the terms of the applicable fund agreements. Generally, performance allocations with respect to the private equity funds and certain credit and real assets funds is payable and is distributed to the fund’s general partner upon realization of an investment if the fund’s cumulative returns are in excess of the preferred return.
4 . PROFIT SHARING PAYABLE
Profit sharing payable consisted of the following:
 
As of June 30, 2018
 
As of December 31, 2017
Credit
$
270,785

 
$
265,791

Private Equity
377,691

 
475,556

Real Assets
11,431

 
10,929

Total profit sharing payable
$
659,907

 
$
752,276

The table below provides a roll forward of the profit sharing payable balance:
 
Private Equity
 
Credit
 
Real Assets
 
Total
Profit sharing payable, January 1, 2018
$
475,556

 
$
265,791

 
$
10,929

 
$
752,276

Profit sharing expense
4,490

 
51,207

 
1,247

 
56,944

Payments/other (1)
(102,355
)
(2)  
(46,213
)
 
(745
)
 
(149,313
)
Profit sharing payable, June 30, 2018
$
377,691

 
$
270,785

 
$
11,431

 
$
659,907

(1)
Includes $10.6 million associated with the adoption of new revenue recognition accounting guidance, as discussed in note 2 .
(2)
Includes $46.6 million associated with profit sharing expense related to AAA that was settled in the form of shares of Athene Holding.
Profit sharing expense includes (i) changes in amounts payable to employees and former employees entitled to a share of performance revenues in Apollo’s funds and (ii) changes to the fair value of the contingent consideration obligations recognized in connection with certain Apollo acquisitions. Profit sharing expense excludes the potential return of profit sharing distributions that would be due if certain funds were liquidated, which is recorded in due from related parties in the consolidated statements of financial condition. See note 13 for further disclosure regarding the potential return of profit sharing distributions.
As discussed in note 2 , under certain profit sharing arrangements, the Company requires that a portion of certain of the performance revenues distributed to our employees be used to purchase Class A restricted shares issued under our 2007 Equity Plan. Prior to distribution of the performance revenues, the Company records the value of the equity-based awards expected to be granted in other assets and other liabilities within the condensed consolidated statements of financial condition. See note 7 for further disclosure regarding deferred equity-based compensation.

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Table of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

5 . VARIABLE INTEREST ENTITIES
As described in note 2 , the Company consolidates entities that are VIEs for which the Company has been designated as the primary beneficiary. There is no recourse to the Company for the consolidated VIEs’ liabilities.
Consolidated Variable Interest Entities
Apollo has consolidated VIEs in accordance with the policy described in note 2 . Through its role as investment manager of these VIEs, the Company determined that Apollo has the power to direct the activities that most significantly impact the economic performance of these VIEs. Additionally, Apollo determined that its interests, both directly and indirectly from these VIEs, represent rights to returns that could potentially be significant to such VIEs. As a result, Apollo determined that it is the primary beneficiary and therefore should consolidate the VIEs.
Certain CLOs are consolidated by Apollo as the Company is considered to hold a controlling financial interest through direct and indirect interests in these CLOs exclusive of management and performance-based fees received. Through its role as collateral manager of these VIEs, the Company determined that Apollo has the power to direct the activities that most significantly impact the economic performance of these VIEs. These CLOs were formed for the sole purpose of issuing collateralized notes to investors. The assets of these VIEs are primarily comprised of senior secured loans and the liabilities are primarily comprised of debt.
The assets of consolidated CLOs are not available to creditors of the Company. In addition, the investors in these consolidated CLOs have no recourse against the assets of the Company. The Company measures both the financial assets and the financial liabilities of the CLOs using the fair value of the financial assets as further described in note 2 . The Company has elected the fair value option for financial instruments held by its consolidated CLOs, which includes investments in loans and corporate bonds, as well as debt obligations and contingent obligations held by such consolidated CLOs. Other assets include amounts due from brokers and interest receivables. Other liabilities include payables for securities purchased, which represent open trades within the consolidated CLOs and primarily relate to corporate loans that are expected to settle within 60 days .
Net Gains from Investment Activities of Consolidated Variable Interest Entities
The following table presents net gains from investment activities of the consolidated VIEs:
 
For the Three Months Ended
June 30,
 
For the Six Months Ended
June 30,
 
 
2018
(1)  
2017
(1)  
2018
(1)  
2017
(1)  
Net gains (losses) from investment activities
$
(9
)
 
$
7,526

 
$
5,313

 
$
9,516

 
Net gains from debt
6,824

 
3,567

 
8,174

 
2,684

 
Interest and other income
9,148

 
8,621

 
18,727

 
16,443

 
Interest and other expenses
(6,750
)
 
(13,582
)
 
(16,469
)
 
(18,403
)
 
Net gains from investment activities of consolidated variable interest entities
$
9,213

 
$
6,132

 
$
15,745

 
$
10,240

 
(1)
Amounts reflect consolidation eliminations.

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Table of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Senior Secured Notes, Subordinated Notes and Secured Borrowings
Included within debt are amounts due to third-party institutions by the consolidated VIEs. The following table summarizes the principal provisions of the debt of the consolidated VIEs:
 
As of June 30, 2018
 
As of December 31, 2017
 
Principal Outstanding
 
Weighted Average Interest Rate
 
Weighted Average Remaining Maturity in Years
 
Principal Outstanding
 
Weighted Average Interest Rate
 
Weighted Average Remaining Maturity in Years
Senior Secured Notes (2)
$
783,596

 
1.66
%
 
11.7
 
$
806,603

 
1.68
%
 
12.2
Subordinated Notes (2)
97,520

 
N/A

(1)  
21.9
 
100,188

 
N/A

(1)  
22.4
Secured Borrowings (2)(3)
18,976

 
3.20
%
 
9.3
 
109,438

 
2.70
%
 
9.3
Total
$
900,092

 
 
 
 
 
$
1,016,229

 
 
 
 
(1)
The subordinated notes do not have contractual interest rates but instead receive distributions from the excess cash flows of the VIEs.
(2)
The debt of the consolidated VIEs is collateralized by assets of the consolidated VIEs and assets of one vehicle may not be used to satisfy the liabilities of another vehicle. The fair value of the debt and collateralized assets of the Senior Secured Notes, Subordinated Notes and Secured Borrowings are presented below:
 
As of June 30, 2018
 
As of December 31, 2017
Debt at fair value
$
880,215

 
$
1,002,063

Collateralized assets
$
1,299,000

 
$
1,328,586

(3)
Secured borrowings consist of a consolidated VIE’s obligation through a repurchase agreement redeemable at maturity with a third party lender. The fair value of the secured borrowings as of June 30, 2018 and December 31, 2017 was $19.0 million and $109.4 million , respectively.
The consolidated VIEs’ debt obligations contain various customary loan covenants. As of June 30, 2018 , the Company was not aware of any instances of non-compliance with any of these covenants.
Variable Interest Entities Which are Not Consolidated
The Company holds variable interests in certain VIEs which are not consolidated, as it has been determined that Apollo is not the primary beneficiary.

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Table of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The following table presents the carrying amounts of the assets and liabilities of the VIEs for which Apollo has concluded that it holds a significant variable interest, but that it is not the primary beneficiary. In addition, the table presents the maximum exposure to losses relating to these VIEs.
 
As of
June 30, 2018
 
As of
December 31, 2017
Assets:
 
 
 
Cash
$
188,818

 
$
254,791

Investments
4,477,129

 
6,230,397

Receivables
62,831

 
36,601

Total Assets
$
4,728,778

 
$
6,521,789

 
 
 
 
Liabilities:
 
 
 
Debt and other payables
$
3,282,527

 
$
3,285,263

Total Liabilities
$
3,282,527

 
$
3,285,263

 
 
 
 
Apollo Exposure (1)
$
221,346

 
$
252,605

(1)
Represents Apollo’s direct investment in those entities in which Apollo holds a significant variable interest and certain other investments. Additionally, cumulative performance allocations are subject to reversal in the event of future losses, as discussed in note 14 .
6 . FAIR VALUE MEASUREMENTS OF FINANCIAL INSTRUMENTS
The following tables summarize the Company’s financial assets and financial liabilities recorded at fair value by fair value hierarchy level:
 
As of June 30, 2018
 
Level I
 
Level II
 
Level III
 
Total
 
Cost
Assets
 
 
 
 
 
 
 
 
 
Investments, at fair value:
 
 
 
 
 
 
 
 
 
Investment in Athene Holding
$
178,042

 
$
637,239

 
$
—

 
$
815,281

 
$
510,784

Investment in Athora Holding
—

 
—

 
25,216

 
25,216

 
26,534

Other investments
—

 
41,289

 
35,655

(1)  
76,944

 
71,737

Total investments, at fair value
178,042

 
678,528

 
60,871

 
917,441

 
609,055

Investments of VIEs, at fair value
—

 
910,276

 
268,623

 
1,178,899

 


Investments of VIEs, valued using NAV
—

 
—

 
—

 
3,872

 
 
Total investments of VIEs, at fair value
—

 
910,276

 
268,623

 
1,182,771

 
 
Derivative assets (2)
—

 
293

 
—

 
293

 
 
Total Assets
$
178,042

 
$
1,589,097

 
$
329,494

 
$
2,100,505

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
Liabilities of VIEs, at fair value
$
—

 
$
880,215

 
$
—

 
$
880,215

 
 
Contingent consideration obligations (3)
—

 
—

 
82,000

 
82,000

 
 
Derivative liabilities (2)
—

 
1,073

 
—

 
1,073

 
 
Total Liabilities
$
—

 
$
881,288

 
$
82,000

 
$
963,288

 
 


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Table of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

 
As of December 31, 2017
 
Level I
 
Level II
 
Level III
 
Total
 
Cost
Assets
 
 
 
 
 
 
 
 
 
U.S. Treasury securities, at fair value
$
364,649

 
$
—

 
$
—

 
$
364,649

 
$
363,812

Investments, at fair value:
 
 
 
 
 
 
 
 
 
Investment in Athene Holding
—

 
802,985

 
—

 
802,985

 
387,526

Other investments
205

 
28,107

 
35,701

 
64,013

 
61,179

Total investments, at fair value
205

 
831,092

 
35,701

 
866,998

 
448,705

Investments of VIEs, at fair value
—

 
1,058,999

 
132,348

 
1,191,347

 


Investments of VIEs, valued using NAV
—

 
—

 
—

 
4,843

 
 
Total investments of VIEs, at fair value
—

 
1,058,999

 
132,348

 
1,196,190

 
 
Derivative assets (2)
—

 
478

 
—

 
478

 
 
Total Assets
$
364,854

 
$
1,890,569

 
$
168,049

 
$
2,428,315

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
Liabilities of VIEs, at fair value
$
—

 
$
1,002,063

 
$
12,620

 
$
1,014,683

 
 
Contingent consideration obligations (3)
—

 
—

 
92,600

 
92,600

 
 
Derivative liabilities (2)
—

 
1,537

 
—

 
1,537

 
 
Total Liabilities
$
—

 
$
1,003,600

 
$
105,220

 
$
1,108,820

 
 
(1)
Other investments excludes $5.0 million of performance allocations classified as Level III related to certain investments for which the Company has elected the fair value option. The Company’s policy is to account for performance allocations as an investment.
(2)
Derivative assets and derivative liabilities are presented as a component of Other assets and Other liabilities, respectively, in the condensed consolidated statements of financial condition.
(3)
Profit sharing payable includes contingent obligations classified as Level III.

There were no transfers of financial assets or liabilities between Level I and Level II for the three and six months ended June 30, 2018 and 2017 .
The following tables summarize the changes in financial assets measured at fair value for which Level III inputs have been used to determine fair value:
 
For the Three Months Ended June 30, 2018
 
Investment in Athora Holding
 
Other Investments
 
Investments of Consolidated VIEs
 
Total
Balance, Beginning of Period
$
26,534

 
$
30,758

 
$
293,260

 
$
350,552

Purchases
—

 
—

 
(4,665
)
 
(4,665
)
Sales of investments/distributions
—

 
(1
)
 
(2,544
)
 
(2,545
)
Net realized gains
—

 
2

 
48

 
50

Changes in net unrealized gains (losses)
(1,318
)
 
2,953

 
8,210

 
9,845

Cumulative translation adjustment
—

 
(2,615
)
 
(8,030
)
 
(10,645
)
Transfer into Level III (1)
—

 
4,558

 
—

 
4,558

Transfer out of Level III (1)
—

 
—

 
(17,656
)
 
(17,656
)
Balance, End of Period
$
25,216

 
$
35,655

 
$
268,623

 
$
329,494

Change in net unrealized gains (losses) included in net gains from investment activities related to investments still held at reporting date
$
(1,318
)
 
$
2,955

 
$
—

 
$
1,637

Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date
—

 
—

 
9,951

 
9,951

(1)
Transfers between Level II and III were a result of subjecting the broker quotes on these financial assets to various criteria which include the number and quality of broker quotes, the standard deviation of obtained broker quotes and the percentage deviation from independent pricing services.

- 27 -
Table of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

 
For the Three Months Ended June 30, 2017
 
Other Investments
 
Investments of Consolidated VIEs
 
Total
Balance, Beginning of Period
$
46,242

 
$
137,344

 
$
183,586

Purchases
4,699

 
42,791

 
47,490

Sale of investments/distributions
(8
)
 
(20,713
)
 
(20,721
)
Net realized gains
—

 
138

 
138

Changes in net unrealized gains (losses)
(324
)
 
4,807

 
4,483

Cumulative translation adjustment
3,113

 
6,299

 
9,412

Balance, End of Period
$
53,722

 
$
170,666

 
$
224,388

Change in net unrealized losses included in net gains from investment activities related to investments still held at reporting date
$
(325
)
 
$
—

 
$
(325
)
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date
—

 
5,013

 
5,013

 
For the Six Months Ended June 30, 2018
 
Investment in Athora Holding
 
Other Investments
 
Investments of Consolidated VIEs
 
Total
Balance, Beginning of Period
$
—

 
$
35,701

 
$
132,348

 
$
168,049

Purchases
26,534

 
39,228

 
137,822

 
203,584

Sale of investments/distributions
—

 
(28,316
)
 
(14,205
)
 
(42,521
)
Net realized gains (losses)
—

 
415

 
(1,112
)
 
(697
)
Changes in net unrealized gains (losses)
(1,318
)
 
2,738

 
17,119

 
18,539

Cumulative translation adjustment
—

 
(929
)
 
(4,476
)
 
(5,405
)
Transfer into Level III (1)
—

 
4,558

 
18,783

 
23,341

Transfer out of Level III (1)
—

 
(17,740
)
 
(17,656
)
 
(35,396
)
Balance, End of Period
$
25,216

 
$
35,655

 
$
268,623

 
$
329,494

Change in net unrealized gains (losses) included in net gains (losses) from investment activities related to investments still held at reporting date
$
(1,318
)
 
$
2,738

 
$
—

 
$
1,420

Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date
—

 
—

 
15,963

 
15,963

 
For the Six Months Ended June 30, 2017
 
Other Investments
 
Investments of Consolidated VIEs
 
Total
Balance, Beginning of Period  
$
45,721

 
$
92,474

 
$
138,195

Purchases
4,699

 
86,240

 
90,939

Sale of investments/distributions
(8
)
 
(32,801
)
 
(32,809
)
Net realized gains (losses)
(14
)
 
186

 
172

Changes in net unrealized gains (losses)
(385
)
 
7,809

 
7,424

Cumulative translation adjustment
3,649

 
7,189

 
10,838

Transfer into Level III (1)
60

 
9,569

 
9,629

Balance, End of Period
$
53,722

 
$
170,666

 
$
224,388

Change in net unrealized losses included in net gains (losses) from investment activities related to investments still held at reporting date
$
(399
)
 
$
—

 
$
(399
)
Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to investments still held at reporting date
—

 
7,914

 
7,914

(1)
Transfers between Level II and III were a result of subjecting the broker quotes on these financial assets to various criteria which include the number and quality of broker quotes, the standard deviation of obtained broker quotes and the percentage deviation from independent pricing services.

- 28 -
Table of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The following tables summarize the changes in fair value in financial liabilities measured at fair value for which Level III inputs have been used to determine fair value:
 
For the Three Months Ended June 30,
 
2018
 
2017
 
Contingent Consideration Obligations
 
Liabilities of Consolidated VIEs & Apollo Funds
 
Contingent Consideration Obligations
 
Total
Balance, Beginning of Period
$
90,500

 
$
11,227

 
$
87,663

 
$
98,890

Payments
—

 
(35
)
 
(1,865
)
 
(1,900
)
Net realized gains
—

 
(1
)
 
—

 
(1
)
Changes in net unrealized (gains) losses (1)
(8,500
)
 
816

 
1,102

 
1,918

Balance, End of Period
$
82,000

 
$
12,007

 
$
86,900

 
$
98,907

Change in net unrealized gains included in net gains from investment activities of consolidated VIEs related to liabilities still held at reporting date
$
—

 
$
815

 
$
—

 
$
815

(1)
Changes in fair value of contingent consideration obligations are recorded in profit sharing expense in the condensed consolidated statements of operations.
 
For the Six Months Ended June 30,
 
2018
 
2017
 
Liabilities of Consolidated VIEs & Apollo Funds
 
Contingent Consideration Obligations
 
Total
 
Liabilities of Consolidated VIEs & Apollo Funds
 
Contingent Consideration Obligations
 
Total
Balance, Beginning of Period
$
12,620

 
$
92,600

 
$
105,220

 
$
11,055

 
$
106,282

 
$
117,337

Additions
—

 
—

 
—

 
97

 
—

 
97

Payments
(12,620
)
 
(2,564
)
 
(15,184
)
 
(94
)
 
(16,821
)
 
(16,915
)
Net realized gains
—

 
—

 
—

 
(10
)
 
—

 
(10
)
Changes in net unrealized gains (losses) (1)
—

 
(8,036
)
 
(8,036
)
 
959

 
(2,561
)
 
(1,602
)
Balance, End of Period
$
—

 
$
82,000

 
$
82,000

 
$
12,007

 
$
86,900

 
$
98,907

Change in net unrealized gains (losses) included in net gains from investment activities of consolidated VIEs related to liabilities still held at reporting date
$
—

 
$
—

 
$
—

 
$
952

 
$
—

 
$
952

(1)
Changes in fair value of contingent consideration obligations are recorded in profit sharing expense in the condensed consolidated statements of operations.
The following tables summarize the quantitative inputs and assumptions used for financial assets and liabilities categorized as Level III under the fair value hierarchy:
 
As of June 30, 2018
 
Fair Value
 
Valuation Techniques
 
Unobservable Inputs
 
Ranges
 
Weighted Average
Financial Assets
 
 
 
 
 
 
 
 
 
Investment in Athora Holding
$
25,216

 
Cost (1)
 
N/A
 
N/A
 
N/A
Other investments
6,938

 
Third Party Pricing
 
N/A
 
N/A
 
N/A
28,717

 
Discounted cash flow
 
Discount rate
 
16.0%
 
16.0%
Investments of consolidated VIEs:
 
 
 
 
 
 
 
 
 
Equity securities
268,623

 
Book value multiple
 
Book value multiple
 
0.59x
 
0.59x
 
Discounted cash flow
 
Discount rate
 
13.4%
 
13.4%
Total Financial Assets
$
329,494

 
 
 
 
 
 
 
 
Financial Liabilities
 
 
 
 
 
 
 
 
 
Contingent consideration obligation
$
82,000

 
Discounted cash flow
 
Discount rate
 
16.8%
 
16.8%
Total Financial Liabilities
$
82,000

 
 
 
 
 
 
 
 

- 29 -
Table of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

 
As of December 31, 2017
 
Fair Value
 
Valuation Techniques
 
Unobservable Inputs
 
Ranges
 
Weighted Average
Financial Assets
 
 
 
 
 
 
 
 
 
Other investments
$
20,641

 
Third party pricing
 
N/A
 
N/A
 
N/A
15,060

 
Cost (1)
 
N/A
 
N/A
 
N/A
Investments of consolidated VIEs:
 
 
 
 
 
 
 
 
 
Corporate loans/bonds/CLO notes
6,824

 
Third party pricing
 
N/A
 
N/A
 
N/A
Equity securities
125,524

 
Book value multiple
 
Book value multiple
 
0.71x
 
0.71x
 
Discounted cash flow
 
Discount rate
 
13.4%
 
13.4%
Total investments of consolidated VIEs
132,348

 
 
 
 
 
 
 
 
Total Financial Assets
$
168,049

 
 
 
 
 
 
 
 
Financial Liabilities
 
 
 
 
 
 
 
 
 
Liabilities of consolidated VIEs
$
12,620

 
Other
 
N/A
 
N/A
 
N/A
Contingent consideration obligation
92,600

 
Discounted cash flow
 
Discount rate
 
17.3%
 
17.3%
Total Financial Liabilities
$
105,220

 
 
 
 
 
 
 
 
(1)    The valuation technique used is cost as it approximates the fair value of the investment.
Fair Value Measurement of Investment in Athene Holding
As of June 30, 2018 the fair value of Apollo’s Level I investment in Athene Holding was estimated using the closing market price of Athene Holding shares of $43.84 . As of June 30, 2018 and December 31, 2017 the fair value of Apollo’s Level II investment in Athene Holding was estimated using the closing market price of Athene Holding shares of $43.84 and  $51.71 , respectively, less a discount due to a lack of marketability (“DLOM”) of  3.8% and 4.0% , respectively, as applicable. The DLOM was derived based on the average remaining lock up restrictions on the shares of Athene Holding held by Apollo ( 5.3 months and 11.3  months as of June 30, 2018 and December 31, 2017 , respectively) and the estimated volatility in such shares of Athene Holding. Due to the limited trading history in Athene Holding shares, the historical share price volatility of a representative set of Athene Holding’s publicly traded insurance peers was calculated over a period equivalent to the remaining average lock up on the shares of Athene Holding held by Apollo and used as a proxy to estimate the projected volatility in Athene Holding’s shares.
Apollo uses the closing market price of shares of Athene Holding, adjusted for a DLOM in order to reflect the post initial public offering (“IPO”) sales restriction on such shares of Athene Holding, to value the opportunistic investment in Athene Holding. The DLOM is calculated based on the remaining length of such sales restrictions and the estimated market price volatility of the associated shares.
Discounted Cash Flow Model
When a discounted cash flow model is used to determine fair value, the significant input used in the valuation model is the discount rate applied to present value the projected cash flows. Increases in the discount rate can significantly lower the fair value of an investment and the contingent consideration obligations; conversely decreases in the discount rate can significantly increase the fair value of an investment and the contingent consideration obligations.
Consolidated VIEs
Investments
As of June 30, 2018 and December 31, 2017 , the significant unobservable inputs used in the fair value measurement of the equity securities include the discount rate applied and the book value multiples applied in the valuation models. These unobservable inputs in isolation can cause significant increases or decreases in fair value. The discount rate is determined based on the market rates an investor would expect for a similar investment with similar risks. When a comparable multiple model is used to determine fair value, the comparable multiples are generally multiplied by the underlying companies’ earnings before interest, taxes, depreciation and amortization (“EBITDA”) to establish the total enterprise value of the company. The comparable multiple is determined based on the implied trading multiple of public industry peers.

- 30 -
Table of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Liabilities
As of June 30, 2018 and December 31, 2017 , the debt obligations of the consolidated CLOs were measured on the basis of the fair value of the financial assets of the CLOs as the financial assets were determined to be more observable and, as a result, categorized as Level II in the fair value hierarchy.
Contingent Consideration Obligations
The significant unobservable input used in the fair value measurement of the contingent consideration obligations is the discount rate applied in the valuation models. This input in isolation can cause significant increases or decreases in fair value. The discount rate was based on the hypothetical cost of equity in connection with the acquisition of Stone Tower Capital, LLC (together with its related management companies, “Stone Tower”). See note 14 for further discussion of the contingent consideration obligations.
Valuation of Underlying Investments of Equity Method Investees
As discussed previously, the underlying entities that the Company manages and invests in are primarily investment companies which account for their investments at estimated fair value.
On a quarterly basis, Apollo utilizes valuation committees consisting of members from senior management, to review and approve the valuation results related to the investments of the funds it manages. For certain publicly traded vehicles managed by the Company, a review is performed by an independent board of directors. The Company also retains independent valuation firms to provide third-party valuation consulting services to Apollo, which consist of certain limited procedures that management identifies and requests them to perform. The limited procedures provided by the independent valuation firms assist management with validating their valuation results or determining fair value. The Company performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analyses. However, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.
Credit Investments
The majority of investments in Apollo’s credit funds are valued based on quoted market prices and valuation models. Quoted market prices are valued based on the average of the “bid” and the “ask” quotes provided by multiple brokers wherever possible without any adjustments. Apollo will designate certain brokers to use to value specific securities. In order to determine the designated brokers, Apollo considers the following: (i) brokers with which Apollo has previously transacted, (ii) the underwriter of the security and (iii) active brokers indicating executable quotes. In addition, when valuing a security based on broker quotes wherever possible Apollo tests the standard deviation amongst the quotes received and the variance between the concluded fair value and the value provided by a pricing service. When broker quotes are not available Apollo considers the use of pricing service quotes or other sources to mark a position. When relying on a pricing service as a primary source, Apollo (i) analyzes how the price has moved over the measurement period, (ii) reviews the number of brokers included in the pricing service’s population and (iii) validates the valuation levels with Apollo’s pricing team and traders.
Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value utilizing a model based approach to determine fair value. Valuation approaches used to estimate the fair value of illiquid credit investments also may include the market approach and the income approach, as previously described above. The valuation approaches used consider, as applicable, market risks, credit risks, counterparty risks and foreign currency risks.
Private Equity Investments
The fair value of liquid investments in Apollo’s private equity funds, where the primary market is an exchange (whether foreign or domestic) is determined using period end market prices. Such prices are generally based on the close price on the date of determination.
Valuation approaches used to estimate the fair value of investments in Apollo’s private equity funds that are less liquid include the market approach and the income approach. The market approach provides an indication of fair value based on a comparison of the subject company to comparable publicly traded companies and transactions in the industry. The market approach is driven more by current market conditions, including actual trading levels of similar companies and, to the extent available, actual transaction data of similar companies. Judgment is required by management when assessing which companies are similar to the

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

subject company being valued. Consideration may also be given to such factors as the Company’s historical and projected financial data, valuations given to comparable companies, the size and scope of the Company’s operations, the Company’s strengths, weaknesses, expectations relating to the market’s receptivity to an offering of the Company’s securities, applicable restrictions on transfer, industry and market information and assumptions, general economic and market conditions and other factors deemed relevant. The income approach provides an indication of fair value based on the present value of cash flows that a business or security is expected to generate in the future. The most widely used methodology in the income approach is a discounted cash flow method. Inherent in the discounted cash flow method are assumptions of expected results, the determination of a terminal value and a calculated discount rate.
Real Assets Investments
The estimated fair value of commercial mortgage-backed securities (“CMBS”) in Apollo’s real assets funds is determined by reference to market prices provided by certain dealers who make a market in these financial instruments. Broker quotes are only indicative of fair value and may not necessarily represent what the funds would receive in an actual trade for the applicable instrument. Additionally, the loans held-for-investment are stated at the principal amount outstanding, net of deferred loan fees and costs for certain investments. The loans in Apollo’s real assets funds are evaluated for possible impairment on a quarterly basis. For Apollo’s real assets funds, valuations of non-marketable underlying investments are determined using methods that include, but are not limited to (i) discounted cash flow estimates or comparable analysis prepared internally, (ii) third party appraisals or valuations by qualified real estate appraisers and (iii) contractual sales value of investments/properties subject to bona fide purchase contracts. Methods (i) and (ii) also incorporate consideration of the use of the income, cost, or sales comparison approaches of estimating property values.
Certain of the credit, private equity, and real assets funds may also enter into foreign currency exchange contracts, total return swap contracts, credit default swap contracts, and other derivative contracts, which may include options, caps, collars and floors. Foreign currency exchange contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. If securities are held at the end of the period, the changes in value are recorded in income as unrealized. Realized gains or losses are recognized when contracts are settled. Total return swap and credit default swap contracts are recorded at fair value as an asset or liability with changes in fair value recorded as unrealized appreciation or depreciation. Realized gains or losses are recognized at the termination of the contract based on the difference between the close-out price of the total return or credit default swap contract and the original contract price. Forward contracts are valued based on market rates obtained from counterparties or prices obtained from recognized financial data service providers.
7 . OTHER ASSETS
Other assets consisted of the following:
 
As of
June 30, 2018
 
As of
December 31, 2017
Fixed assets
$
103,191

 
$
102,694

Less: Accumulated depreciation and amortization
(84,938
)
 
(83,510
)
Fixed assets, net
18,253

 
19,184

Prepaid expenses
173,742

 
189,542

Tax receivables
10,474

 
9,236

Other
7,013

 
13,795

Total Other Assets
$
209,482

 
$
231,757

Prepaid expenses includes $116.5 million and $135.0 million as of June 30, 2018 and December 31, 2017 , respectively, of deferred equity-based compensation related to the value of the equity-based awards that have been or are expected to be granted in connection with the settlement of certain profit sharing arrangements. A corresponding amount for awards expected to be granted of $93.3 million and $124.3 million , as of June 30, 2018 and December 31, 2017 , respectively, is included in other liabilities on the condensed consolidated statements of financial condition.
Depreciation expense was $2.1 million and $2.2 million for the three months ended June 30, 2018 and 2017 , respectively, and $4.2 million and $4.4 million for the six months ended June 30, 2018 and 2017 , respectively, and is presented as a component of general, administrative and other expense in the condensed consolidated statements of operations.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

8 . INCOME TAXES
The Company’s income tax (provision) benefit totaled $(18.9) million and $0.8 million for the three months ended June 30, 2018 and 2017 , respectively, and $(27.5) million and $(38.4) million for the six months ended June 30, 2018 and 2017 , respectively. The Company’s effective tax rate was approximately 11.6% and (0.4)% for the three months ended June 30, 2018 and 2017 , respectively, and 44.4% and 6.5% for the six months ended June 30, 2018 and 2017 , respectively.
The Tax Cuts and Jobs Act (the “TCJA”) was signed into law on December 22, 2017 and includes a broad range of tax reforms including a reduction in the corporate income tax rate to 21% from 35% effective January 1, 2018. In situations where the accounting for the income tax effects of the TJCA are incomplete by the time the company issues its financial statements (but the company can determine a reasonable estimate for those effects), the company can report provisional amounts that would be subject to adjustment during a measurement period until the accounting is complete. These amounts are subject to change as we obtain information necessary to complete the calculations. We will recognize any changes to the provisional amounts as we refine our estimates. We expect to complete our analysis of the provisional items during the second half of 2018. The effects of other provisions of the TCJA are not expected to have a material impact on our condensed consolidated financial statements.
Under U.S. GAAP, a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Based upon the Company’s review of its federal, state, local and foreign income tax returns and tax filing positions, the Company determined that no unrecognized tax benefits for uncertain tax positions were required to be recorded. In addition, the Company does not believe that it has any tax positions for which it is reasonably possible that it will be required to record significant amounts of unrecognized tax benefits within the next twelve months.
The Company’s primary jurisdictions in which it operates are the United States, New York State, New York City, California and the United Kingdom. There are no unremitted earnings with respect to the United Kingdom and other foreign entities due to the flow-through nature of these entities.
In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax authorities. With a few exceptions, as of June 30, 2018 , the Company’s U.S. federal, state, local and foreign income tax returns for the years 2014 through 2017 are open under the general statute of limitations provisions and therefore subject to examination. Currently, the Internal Revenue Service is examining the tax return of certain subsidiaries for the 2011 tax year. The State and City of New York are examining certain subsidiaries’ tax returns for tax years 2011 to 2016.
The Company has recorded a deferred tax asset for the future amortization of tax basis intangibles as a result of the 2007 Reorganization. The Company recorded additional deferred tax assets as a result of the step-up in tax basis of intangibles from subsequent exchanges of AOG Units for Class A shares. A related tax receivable agreement liability is recorded in due to related parties in the condensed consolidated statements of financial condition for the expected payments under the tax receivable agreement entered into by and among APO Corp., the Managing Partners, the Contributing Partners, and other parties thereto (as amended, the “tax receivable agreement”) (see note 13 ). The benefit the Company obtains from the difference in the tax asset recognized and the related liability results in an increase to additional paid in capital. The amortization period for these tax basis intangibles is 15 years and the deferred tax assets will reverse over the same period.
The table below presents the impact to the deferred tax asset, tax receivable agreement liability and additional paid in capital related to the exchange of AOG Units for Class A shares.
Exchange of AOG Units
for Class A shares
 
Increase in Deferred Tax Asset
 
Increase in Tax Receivable Agreement Liability
 
Increase to Additional Paid In Capital
For the Six Months Ended June 30, 2018
 
$
47,009

 
$
39,605

 
$
7,404

For the Six Months Ended June 30, 2017
 
$
39,298

 
$
29,839

 
$
9,459


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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

9 . DEBT
Debt consisted of the following:
 
As of June 30, 2018
 
As of December 31, 2017
 
Outstanding
Balance
 
Fair Value
 
Annualized
Weighted
Average
Interest Rate
 
Outstanding
Balance
 
Fair Value
 
Annualized
Weighted
Average
Interest Rate
2013 AMH Credit Facilities - Term Facility (1)
$
—

 
$
—

 
N/A

 
$
299,655

 
$
298,875

(3)  
2.33
%
2024 Senior Notes (1)
496,185

 
496,700

(4)  
4.00
%
 
495,860

 
511,096

(4)  
4.00

2026 Senior Notes (1)
495,935

 
499,249

(4)  
4.40

 
495,678

 
525,273

(4)  
4.40

2048 Senior Notes (1)
296,324

 
298,143

(4)  
5.00

 
—

 
—

 
—

2014 AMI Term Facility I (2)
15,933

 
16,011

(3)  
2.00

 
16,399

 
16,482

(3)  
2.00

2014 AMI Term Facility II (2)
17,996

 
18,092

(3)  
1.75

 
18,548

 
18,605

(3)  
1.75

2016 AMI Term Facility I (2)
19,800

 
19,800

(3)  
1.35

 
20,372

 
20,372

(3)  
1.75

2016 AMI Term Facility II (2)
15,467

 
15,469

(3)  
2.00

 
15,890

 
15,931

(3)  
2.00

Total Debt
$
1,357,640

 
$
1,363,464

 
 
 
$
1,362,402

 
$
1,406,634

 
 
 
(1)
Includes amortization of note discount, as applicable. Outstanding balance is presented net of unamortized debt issuance costs:
 
As of June 30, 2018
 
As of December 31, 2017
2013 AMH Credit Facilities - Term Facility
$
—

 
$
345

2024 Senior Notes
3,222

 
3,498

2026 Senior Notes
3,717

 
3,951

2048 Senior Notes
3,354

 
—

(2)
Apollo Management International LLP (“AMI”), a subsidiary of the Company, entered into five year credit agreements to fund the Company’s investment in certain European CLOs it manages.
Facility
 
Date
 
Loan Amount
2014 AMI Term Facility I
 
July 3, 2014
 
€
13,636

2014 AMI Term Facility II
 
December 9, 2014
 
€
15,400

2016 AMI Term Facility I
 
January 18, 2016
 
€
16,945

2016 AMI Term Facility II
 
June 22, 2016
 
€
13,236

(3)
Fair value is based on obtained broker quotes. These notes are classified as a Level III liability within the fair value hierarchy based on the number and quality of broker quotes obtained, the standard deviations of the observed broker quotes and the percentage deviation from independent pricing services. For instances where broker quotes are not available, a discounted cash flow method is used to obtain a fair value.
(4)
Fair value is based on obtained broker quotes. These notes are classified as a Level II liability within the fair value hierarchy based on the number and quality of broker quotes obtained, the standard deviations of the observed broker quotes and the percentage deviation from independent pricing services.
2013 AMH Credit Facilities —On December 18, 2013, AMH and its subsidiaries and certain other subsidiaries of the Company (collectively, the “Borrowers”) entered into new credit facilities (the “2013 AMH Credit Facilities”) with JPMorgan Chase Bank, N.A. The 2013 AMH Credit Facilities provide for (i) a term loan facility to AMH (the “Term Facility”) that includes $750 million of the term loan from third-party lenders and $271.7 million of the term loan held by a subsidiary of the Company and (ii) a $500 million revolving credit facility (the “Revolver Facility”), in each case, with an original maturity date of January 18, 2019. On March 11, 2016, the maturity date of both the Term Facility and the Revolver Facility was extended by two years to January 18, 2021. The extension was determined to be a modification of the 2013 AMH Credit Facilities in accordance with U.S. GAAP.
In connection with the issuance of the 2024 Senior Notes, the 2026 Senior Notes and the 2048 Senior Notes (as defined below), $250 million , $200 million and $300 million of the proceeds, respectively, were used to repay the entire remaining amount

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

of the Term Facility as of June 30, 2018 . The Revolver Facility is to remain available until its maturity, and any undrawn revolving commitments bear a commitment fee. The commitment fee on the $500 million undrawn Revolver Facility as of June 30, 2018 was 0.125% .
Borrowings under the Revolver Facility may be used for working capital and general corporate purposes, including, without limitation, permitted acquisitions. In addition, the Borrowers may incur incremental facilities in respect of the Revolver Facility and the Term Facility in an aggregate amount not to exceed $500 million plus additional amounts so long as the Borrowers are in compliance with a net leverage ratio not to exceed 3.75 to 1.00 . As of June 30, 2018 and December 31, 2017 , the Revolver Facility was undrawn.
2024 Senior Notes —On May 30, 2014, AMH issued $500 million in aggregate principal amount of its 4.000% Senior Notes due 2024 (the “2024 Senior Notes”), at an issue price of 99.722% of par. Interest on the 2024 Senior Notes is payable semi-annually in arrears on May 30 and November 30 of each year. The 2024 Senior Notes will mature on May 30, 2024. The discount is amortized into interest expense on the condensed consolidated statements of operations over the term of the 2024 Senior Notes. The face amount of $500 million related to the 2024 Senior Notes is the amount for which the Company is obligated to settle the 2024 Senior Notes.
2026 Senior Notes —On May 27, 2016, AMH issued $500 million in aggregate principal amount of its 4.400% Senior Notes due 2026 (the “2026 Senior Notes”), at an issue price of 99.912% of par. Interest on the 2026 Senior Notes is payable semi-annually in arrears on May 27 and November 27 of each year. The 2026 Senior Notes will mature on May 27, 2026. The discount is amortized into interest expense on the condensed consolidated statements of operations over the term of the 2026 Senior Notes. The face amount of $500 million related to the 2026 Senior Notes is the amount for which the Company is obligated to settle the 2026 Senior Notes.
2048 Senior Notes —On March 15, 2018, AMH issued $300 million in aggregate principal amount of its 5.000% Senior Notes due 2048 (the “2048 Senior Notes”), at an issue price of 99.892% of par. Interest on the 2048 Senior Notes is payable semi-annually in arrears on March 15 and September 15 of each year. The 2048 Senior Notes will mature on March 15, 2048. The discount is amortized into interest expense on the condensed consolidated statements of operations over the term of the 2048 Senior Notes. The face amount of $300 million related to the 2048 Senior Notes is the amount for which the Company is obligated to settle the 2048 Senior Notes.
As of June 30, 2018 , the indentures governing the 2024 Senior Notes, the 2026 Senior Notes and the 2048 Senior Notes (the “Indentures”) include covenants that restrict the ability of AMH and, as applicable, the guarantors of the notes under the Indentures to incur indebtedness secured by liens on voting stock or profit participating equity interests of their respective subsidiaries or merge, consolidate or sell, transfer or lease assets. The Indentures also provide for customary events of default.
The following table presents the interest expense incurred related to the Company’s debt:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Interest Expense: (1)
 
 
 
 
 
 
 
2013 AMH Term Facility
$
280

 
$
2,047

 
$
2,244

 
$
3,959

2024 Senior Notes
5,163

 
5,163

 
10,326

 
10,326

2026 Senior Notes
5,628

 
5,628

 
11,256

 
11,256

2048 Senior Notes
3,778

 
—

 
4,445

 
—

AMI Term Facilities
313

 
357

 
688

 
653

Total Interest Expense
$
15,162

 
$
13,195

 
$
28,959

 
$
26,194

(1)
Debt issuance costs incurred in connection with the Term Facility, the 2024 Senior Notes, the 2026 Senior Notes and the 2048 Senior Notes are amortized into interest expense over the term of the debt arrangement.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

10 . NET INCOME (LOSS) PER CLASS A SHARE
The table below presents basic and diluted net income (loss) per Class A share using the two-class method:
 
Basic and Diluted
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
 
2018
 
2017
 
2018
 
2017
 
Numerator:
 
 
 
 
 
 
 
 
Net income attributable to Apollo Global Management, LLC Class A Shareholders
$
54,658

  
$
86,908

 
$
(7,987
)
 
$
232,104

 
Distributions declared on Class A shares (1)
(76,602
)
 
(94,451
)
 
(209,625
)
 
(178,666
)
 
Distributions on participating securities (2)
(4,153
)
 
(3,295
)
 
(9,537
)
 
(6,154
)
 
Earnings allocable to participating securities
—

(3)  
—

(3)  
—

(3)  
(1,760
)
 
Undistributed income (loss) attributable to Class A shareholders: Basic and Diluted
$
(26,097
)
  
$
(10,838
)
 
$
(227,149
)
 
$
45,524

 
Denominator:
 
 
 
 
 
 
 
 
Weighted average number of Class A shares outstanding: Basic and Diluted
200,711,475

 
190,591,756

 
199,578,334

 
188,564,562

 
Net Income (Loss) per Class A Share: Basic and Diluted (4)
 
 
 
 
 
 
 
 
Distributed Income
$
0.38

  
$
0.49

 
$
1.04

 
$
0.94

 
Undistributed Income (Loss)
(0.13
)
  
(0.05
)
 
(1.13
)
 
0.25

 
Net Income (Loss) per Class A Share: Basic and Diluted
$
0.25

  
$
0.44

 
$
(0.09
)
  
$
1.19

 
(1)
See note 12 for information regarding the quarterly distributions declared and paid during 2018 and 2017 .
(2)
Participating securities consist of vested and unvested RSUs that have rights to distributions and unvested restricted shares.
(3)
No allocation of undistributed losses was made to the participating securities as the holders do not have a contractual obligation to share in the losses of the Company with Class A shareholders.
(4)
For the three and six months ended June 30, 2018 and 2017 , all of the classes of securities were determined to be anti-dilutive.
The Company has granted RSUs that provide the right to receive, subject to vesting during continued employment, Class A shares pursuant to the Company’s 2007 Omnibus Equity Incentive Plan (the “2007 Equity Plan”). The Company has three types of RSU grants, which we refer to as Plan Grants, Bonus Grants, and Performance Grants. “Plan Grants” vest over time (generally up to six years ) and may or may not provide the right to receive distribution equivalents on vested RSUs on an equal basis with the Class A shareholders any time a distribution is declared. “Bonus Grants” vest over time (generally three years ) and generally provide the right to receive distribution equivalents on both vested and unvested RSUs on an equal basis with the Class A shareholders any time a distribution is declared. “Performance Grants” vest over time (generally five years ), subject to the availability of sufficient net performance revenues in accordance with the applicable RSU award agreement. Performance Grants provide the right to receive distribution equivalents on vested RSUs and may also provide the right to receive distribution equivalents on unvested RSUs.
Any distribution equivalent paid to an employee will not be returned to the Company upon forfeiture of the award by the employee. Vested and unvested RSUs that are entitled to non-forfeitable distribution equivalents qualify as participating securities and are included in the Company’s basic and diluted earnings per share computations using the two-class method. The holder of an RSU participating security would have a contractual obligation to share in the losses of the entity if the holder is obligated to fund the losses of the issuing entity or if the contractual principal or mandatory redemption amount of the participating security is reduced as a result of losses incurred by the issuing entity. The RSU participating securities do not have a mandatory redemption amount and the holders of the participating securities are not obligated to fund losses, therefore, neither the vested RSUs nor the unvested RSUs are subject to any contractual obligation to share in losses of the Company.
Holders of AOG Units are subject to the transfer restrictions set forth in the agreements with the respective holders and may, a limited number of times each year, upon notice (subject to the terms of the Exchange Agreement), exchange their AOG Units for Class A shares on a one -for- one basis. An AOG Unit holder must exchange one unit in each of the Apollo Operating Group partnerships to effectuate an exchange for one Class A share.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Apollo Global Management, LLC has one Class B share outstanding, which is held by BRH Holdings GP, Ltd. (“BRH”). The voting power of the Class B share is reduced on a one vote per one AOG Unit basis in the event of an exchange of AOG Units for Class A shares, as discussed above. The Class B share has no net income (loss) per share as it does not participate in Apollo’s earnings (losses) or distributions. The Class B share has no distribution or liquidation rights. The Class B share has voting rights on a pari passu basis with the Class A shares. The Class B share represented 52.4% and 54.5% of the total voting power of the Company’s shares entitled to vote as of June 30, 2018 and 2017 , respectively.
The following table summarizes the anti-dilutive securities.
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Weighted average vested RSUs
111,995

 
224,100

 
641,282

 
728,892

Weighted average unvested RSUs
8,350,200

 
6,555,432

 
8,085,325

 
6,403,785

Weighted average unexercised options
204,167

 
210,420

 
204,167

 
216,670

Weighted average AOG Units outstanding
202,559,221

 
211,895,190

 
203,562,398

 
213,591,049

Weighted average unvested restricted shares
871,010

 
244,503

 
770,400

 
159,432

11 . EQUITY-BASED COMPENSATION
Equity-based awards granted to employees as compensation are measured based on the grant date fair value of the award. Equity-based awards that do not require future service (i.e., vested awards) are expensed immediately. Equity-based employee awards that require future service are expensed over the relevant service period. Equity-based awards that require performance metrics to be met are only expensed when the performance metric is met or deemed probable. Equity-based awards granted to non-employees for services provided to related parties are remeasured to fair value at the end of each reporting period and expensed over the relevant service period.
RSUs
The Company grants RSUs under the 2007 Equity Plan. The fair value of all grants is based on the grant date fair value, which considers the public share price of the Company’s Class A shares subject to certain discounts, as applicable. The following table summarizes the weighted average discounts for Plan Grants, Bonus Grants and Performance Grants.
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Plan Grants:
 
 
 
 
 
 
 
Discount for the lack of distributions until vested (1)
14.2
%
 
13.5
%
 
13.1
%
 
11.2
%
Marketability discount for transfer restrictions (2)
4.0
%
 
4.7
%
 
3.9
%
 
3.3
%
Bonus Grants:
 
 
 
 
 
 
 
Marketability discount for transfer restrictions (2)
N/A

 
2.3
%
 
2.3
%
 
2.3
%
Performance Grants:
 
 
 
 
 
 
 
Marketability discount for transfer restrictions (2)
5.8
%
 
N/A

 
5.6
%
 
N/A

(1)
Based on the present value of a growing annuity calculation.
(2)
Based on the Finnerty Model calculation.
The estimated total grant date fair value for Plan Grants and Bonus Grants is charged to compensation expense on a straight-line basis over the vesting period, which for Plan Grants is generally up to six years, with the first installment vesting one year after grant and quarterly vesting thereafter, and for Bonus Grants is generally annual vesting over three years.
During the six months ended June 30, 2018 , the Company granted 4.3 million RSUs to certain executives with a grant date fair value of $140.6 million , which vest over time (generally 5 years) subject to the availability of sufficient net performance revenues in accordance with the applicable RSU award agreement. In accordance with U.S. GAAP, equity-based compensation expense for such awards is recognized on an accelerated recognition method over the requisite service period to the extent the

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Table of Contents
APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

performance metrics are met or deemed probable. Accordingly, for the three and six months ended June 30, 2018 , equity-based compensation expense of $14.5 million and $26.9 million , respectively, was recognized relating to these RSUs.
The fair value of all RSU grants made during the six months ended June 30, 2018 and 2017 was $198.6 million and $22.2 million , respectively.
The following table presents the forfeiture rate and equity-based compensation expense recognized:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Actual forfeiture rate
3.7
%
 
4.0
%
 
7.8
%
 
7.6
%
Equity-based compensation
$
31,630

 
$
16,670

 
$
62,377

 
$
33,701

The following table summarizes RSU activity:
 
Unvested
 
Weighted  Average Grant Date Fair Value
 
Vested
 
Total Number of RSUs Outstanding
 
Balance at January 1, 2018
6,262,288

 
$
15.58

 
2,802,277

 
9,064,565

(1)  
Granted
6,107,842

 
32.51

 
—

 
6,107,842

 
Forfeited
(965,216
)
 
17.21

 
—

 
(965,216
)
 
Vested
(752,204
)
 
19.84

 
752,204

 
—

 
Issued
—

 
18.39

 
(3,186,284
)
 
(3,186,284
)
 
Balance at June 30, 2018
10,652,710

(2)
$
24.84

 
368,197

 
11,020,907

(1)  
 
(1)
Amount excludes RSUs which have vested and have been issued in the form of Class A shares.
(2)
RSUs were expected to vest over the weighted average period of 3.0 years.
Restricted Share Awards
The Company has granted restricted share awards under the 2007 Equity Plan primarily in connection with certain profit sharing arrangements. The fair value of restricted share grants is the public share price of the Company’s Class A shares on the grant date. The grant date fair value of these awards is recognized as equity-based compensation expense on a straight-line basis over the vesting period.
The fair value of restricted share award grants made during the six months ended June 30, 2018 and 2017 was $19.0 million and $7.2 million , respectively.
The following table presents the equity-based compensation expense recognized:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Equity-based compensation
$
3,342

 
$
1,279

 
$
5,538

 
$
2,336

Restricted Share Awards—Athene Holding
The Company has granted Athene Holding restricted share awards to certain employees of the Company. Separately, Athene Holding has also granted restricted share awards to certain employees of the Company. Both awards are collectively referred to as the “AHL Awards”. Certain of the AHL Awards function similarly to options as they are exchangeable for Class A shares of Athene Holding upon payment of a conversion price and the satisfaction of certain other conditions. The awards granted are either subject to time-based vesting conditions that generally vest over three to five years or vest upon achieving certain metrics, such as attainment of certain rates of return and realized cash received by certain investors in Athene Holding upon sale of their shares.
The Company records the AHL Awards in other assets and other liabilities in the condensed consolidated statements of financial condition. The fair value of the asset is amortized through equity-based compensation over the vesting period. The

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

fair value of the liability is remeasured each period with any changes in fair value recorded in compensation expense in the condensed consolidated statements of operations. For AHL Awards granted by Athene Holding, compensation expense related to amortization of the asset is offset, with certain exceptions, by related management fees earned by the Company from Athene.
The grant date fair value of the AHL Awards is based on the share price of Athene Holding, less discounts for transfer restrictions. The AHL Awards that function similarly to options were valued using a multiple-scenario model, which considers the price volatility of the underlying share price of Athene Holding, time to expiration and the risk-free rate, while the other awards were valued using the share price of Athene Holding less any discounts for transfer restrictions.
The following table summarizes the management fees, equity-based compensation expense and actual forfeiture rates for the AHL Awards:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Management fees
$
(1,009
)
 
$
74

 
$
(1,887
)
 
$
2,138

Equity-based compensation
(1,353
)
 
551

 
(2,273
)
 
3,455

Actual forfeiture rate
3.6
%
 
—
%
 
3.6
%
 
—
%
Equity-Based Compensation Allocation
Equity-based compensation is allocated based on ownership interests. Therefore, the amortization of equity-based compensation is allocated to shareholders’ equity attributable to AGM and the Non-Controlling Interests, which results in a difference in the amounts charged to equity-based compensation expense and the amounts credited to shareholders’ equity attributable to AGM in the Company’s condensed consolidated financial statements.
Below is a reconciliation of the equity-based compensation allocated to Apollo Global Management, LLC:
 
For the Six Months Ended June 30, 2018
 
Total Amount
 
Non-Controlling Interest % in Apollo Operating Group
 
Allocated to Non-Controlling Interest in Apollo Operating Group (1)
 
Allocated to Apollo Global Management, LLC
RSUs, share options and restricted share awards
$
67,581

 
—
%
 
$
—

 
$
67,581

AHL Awards
(2,273
)
 
50.1

 
(1,139
)
 
(1,134
)
Other equity-based compensation awards
8,001

 
50.1

 
4,010

 
3,991

Total equity-based compensation
$
73,309

 
 
 
2,871

 
70,438

Less other equity-based compensation awards (2)
 
 
 
 
(2,871
)
 
(13,373
)
Capital increase related to equity-based compensation
 
 
 
 
$
—

 
$
57,065

 
For the Six Months Ended June 30, 2017
 
Total Amount
 
Non-Controlling Interest % in Apollo Operating Group
 
Allocated to Non-Controlling Interest in Apollo Operating Group (1)
 
Allocated to Apollo Global Management, LLC
RSUs, share options and restricted share awards
$
36,709

 
—
%
 
$
—

 
$
36,709

AHL Awards
3,455

 
52.1

 
1,800

 
1,655

Other equity-based compensation awards
5,683

 
52.1

 
2,961

 
2,722

Total equity-based compensation
$
45,847

 
 
 
4,761

 
41,086

Less other equity-based compensation awards (2)
 
 
 
 
(4,761
)
 
(5,980
)
Capital increase related to equity-based compensation
 
 
 
 
$
—

 
$
35,106

(1)
Calculated based on average ownership percentage for the period considering Class A share issuances during the period.
(2)
Includes equity-based compensation reimbursable by certain funds.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

12 . EQUITY
Class A Shares
Class A shares represent limited liability company interests in the Company. Holders of Class A shares are entitled to participate in distributions from the Company on a pro rata basis. Class A shareholders do not elect the Company’s manager or the manager’s executive committee and have limited voting rights.
During the three and six months ended June 30, 2018 and 2017 , the Company issued Class A shares in settlement of vested RSUs. The Company has generally allowed holders of vested RSUs and exercised share options to settle their tax liabilities by reducing the number of Class A shares issued to them, which the Company refers to as “net share settlement.” Additionally, the Company has generally allowed holders of share options to settle their exercise price by reducing the number of Class A shares issued to them at the time of exercise by an amount sufficient to cover the exercise price. The net share settlement results in a liability for the Company and a corresponding accumulated deficit adjustment.
In February 2016, Apollo announced its adoption of a program to repurchase up to $250 million in the aggregate of its Class A shares, including up to $150 million in the aggregate of its outstanding Class A shares through a share repurchase program and up to $100 million through net share settlement of equity-based awards granted under the 2007 Equity Plan. The Company intends to continue the net share settlement program in excess of the $100 million pursuant to the repurchase plan adopted in February 2016.
The table below summarizes the issuance of Class A shares for equity-based awards:
 
For the Six Months Ended June 30,
 
2018
 
2017
Class A shares issued in settlement of vested RSUs and share options exercised (1)
3,192,534

 
2,931,649

Reduction of Class A shares issued (2)
(1,042,757
)
 
(1,067,648
)
Class A shares purchased related to share issuances and forfeitures (3)
(163,165
)
 
(669
)
Issuance of Class A shares for equity-based awards
1,986,612

 
1,863,332

(1)
The gross value of shares issued was $106.6 million and $66.4 million for the six months ended June 30, 2018 and 2017 , respectively, based on the closing price of a Class A share at the time of issuance.
(2)
Cash paid for tax liabilities associated with net share settlement was $34.7 million and $24.3 million for the six months ended June 30, 2018 and 2017 , respectively.
(3)
Certain Apollo employees receive a portion of the profit sharing proceeds of certain funds in the form of (a) restricted Class A shares of AGM that they are required to purchase with such proceeds or (b) RSUs, in each case which equity-based awards generally vest over three years. These equity-based awards are granted under the Company's 2007 Equity Plan. To prevent dilution on account of these awards, Apollo may, in its discretion, repurchase Class A shares on the open market and retire them. During the six months ended June 30, 2018 and 2017 , we issued 569,452 and 265,383 of such restricted shares and 69,287 and zero of such RSUs under the 2007 Equity Plan, respectively, and repurchased 720,215 and 265,383 Class A shares in open-market transactions not pursuant to a publicly-announced repurchase plan or program, respectively. In addition, there were 12,402 and 669 restricted shares forfeited during the six months ended June 30, 2018 and 2017 , respectively.
Additionally, during the six months ended June 30, 2018 , 849,785 Class A shares were repurchased as part of the publicly announced share repurchase program adopted in February 2016. Cash paid for open market share repurchases and cancellations was $28.7 million for the six months ended June 30, 2018 . During the six months ended June 30, 2017 , there were no open market share repurchases as part of the publicly announced share repurchase program.
Preferred Share Issuance
On March 7, 2017, Apollo issued 11,000,000 6.375% Series A Preferred shares (the “Series A Preferred shares”) for gross proceeds of $275.0 million , or $264.4 million net of issuance costs and on March 19, 2018, Apollo issued 12,000,000 6.375% Series B Preferred shares (the “Series B Preferred shares” and collectively with the Series A Preferred shares, the “Preferred shares”) for gross proceeds of $300.0 million or $289.8 million net of issuance costs. When, as and if declared by the manager of Apollo, distributions on the Preferred shares will be payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2018 for the Series B Preferred shares, at a rate per annum equal to 6.375% . Distributions on the Preferred shares are discretionary and non-cumulative.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Subject to certain exceptions, unless distributions have been declared and paid or declared and set apart for payment on the Preferred shares for a quarterly distribution period, during the remainder of that distribution period Apollo may not declare or pay or set apart payment for distributions on any Class A shares or any other equity securities that the Company may issue in the future ranking as to the payment of distributions, junior to the Preferred shares (“Junior Shares”) and Apollo may not repurchase any Junior Shares. These restrictions are not applicable during the initial distribution period, which is the period from March 19, 2018 to but excluding June 15, 2018 for the Series B Preferred shares.
The Series A Preferred shares and the Series B Preferred shares may be redeemed at Apollo’s option, in whole or in part, at any time on or after March 15, 2022 and March 15, 2023, respectively, at a price of $25.00 per Preferred share, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. Holders of the Preferred shares will have no right to require the redemption of the Preferred shares and there is no maturity date.
If a certain change of control event or a certain tax redemption event occurs prior to March 15, 2022 and March 15, 2023 for Series A Preferred shares and the Series B Preferred shares, respectively, the Preferred shares may be redeemed at Apollo’s option, in whole but not in part, upon at least 30 days’ notice, within 60 days of the occurrence of such change of control event or such tax redemption event, as applicable, at a price of $25.25 per Preferred share, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. If a certain rating agency event occurs prior to March 15, 2023, the Series B Preferred shares may be redeemed at Apollo’s option, in whole but not in part, upon at least 30 days’ notice, within 60 days of the occurrence of such rating agency event, at a price of $25.50 per Series B Preferred share, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. If (i) a change of control event occurs (whether before, on or after March 15, 2022 and March 15, 2023 for the Series A Preferred shares and the Series B Preferred shares, respectively) and (ii) Apollo does not give notice prior to the 31st day following the change of control event to redeem all the outstanding Preferred shares, the distribution rate per annum on the Preferred shares will increase by 5.00% , beginning on the 31st day following such change of control event.
The Preferred shares are not convertible into Class A shares and have no voting rights, except in limited circumstances as provided in the Company’s limited liability company agreement. In connection with the issuance of the Preferred shares, certain Apollo Operating Group entities issued for the benefit of Apollo a series of preferred units with economic terms that mirror those of the Preferred shares.
The table below summarizes the distributions on the Preferred shares:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Series A Preferred Shares total distribution
$
4,383

 
$
4,772

 
$
8,766

 
$
4,772

Series B Preferred Shares total distribution
4,569

 
—

 
4,569

 
—

Distributions
The table below presents information regarding the quarterly distributions which were made at the sole discretion of the manager of the Company (in millions, except per share data). Certain subsidiaries of AGM may be subject to U.S. federal, state, local and non-U.S. income taxes at the entity level and may pay taxes and/or make payments under the tax receivable agreement in a given fiscal year; therefore, the net amounts ultimately distributed by AGM to its Class A shareholders in respect of each fiscal year are generally expected to be less than the net amounts distributed to AOG Unitholders.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Distribution Declaration Date
 
Distribution per Class A Share
 
Distribution Payment Date
 
Distribution to Class A Shareholders
 
Distribution to Non-Controlling Interest Holders in the Apollo Operating Group
 
Total Distributions from Apollo Operating Group
 
Distribution Equivalents on Participating Securities
February 3, 2017
 
$
0.45

 
February 28, 2017
 
$
84.2

 
$
97.0

 
$
181.2

 
$
2.9

April 13, 2017
 
—

 
April 13, 2017
 
—

 
20.5

(1)  
20.5

 
—

April 28, 2017
 
0.49

 
May 31, 2017
 
94.5

 
102.9

 
197.4

 
3.3

August 2, 2017
 
0.52

 
August 31, 2017
 
100.6

 
108.8

 
209.4

 
3.2

November 1, 2017
 
0.39

 
November 30, 2017
 
75.6

 
81.6

 
157.2

 
2.4

For the year ended December 31, 2017
 
$
1.85

 
 
 
$
354.9

 
$
410.8

 
$
765.7

 
$
11.8

February 1, 2018
 
$
0.66

 
February 28, 2018
 
$
133.0

 
$
133.7

 
$
266.7

 
$
5.4

April 12, 2018
 
—

 
April 12, 2018
 
—

 
50.5

(1)  
50.5

 
—

May 03, 2018
 
0.38

 
May 31, 2018
 
76.6

 
77.0

 
153.6

 
4.1

For the six months ended June 30, 2018
 
$
1.04

 
 
 
$
209.6

 
$
261.2

 
$
470.8

 
$
9.5

(1)
On April 13, 2017 and April 12, 2018, the Company made a $0.10 and $0.25 per AOG Unit pro rata distribution, respectively, to the Non-Controlling Interest holders in the Apollo Operating Group, in connection with taxes and payments made under the tax receivable agreement. See note 13 for more information regarding the tax receivable agreement.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Non-Controlling Interests
The table below presents equity interests in Apollo’s consolidated, but not wholly-owned, subsidiaries and funds. Net income and comprehensive income attributable to Non-Controlling Interests consisted of the following:  
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Net income attributable to Non-Controlling Interests in consolidated entities:
 
 
 
 
 
 
 
Interest in management companies and a co-investment vehicle (1)
$
1,714

 
$
760

 
$
3,109

 
$
1,627

Other consolidated entities
7,002

 
3,775

 
11,586

 
6,292

Net income attributable to Non-Controlling Interests in consolidated entities
$
8,716

 
$
4,535

 
$
14,695

 
$
7,919

 
 
 
 
 
 
 
 
Net income attributable to Non-Controlling Interests in the Apollo Operating Group:
 
 
 
 
 
 
 
Net income
$
143,810

 
$
192,942

 
$
34,462

 
$
547,972

Net income attributable to Non-Controlling Interests in consolidated entities
(8,716
)
 
(4,535
)
 
(14,695
)
 
(7,919
)
Net income after Non-Controlling Interests in consolidated entities
135,094

 
188,407

 
19,767

 
540,053

Adjustments:
 
 
 
 
 
 
 
Income tax provision (benefit) (2)
18,924

 
(777
)
 
27,504

 
38,384

NYC UBT and foreign tax benefit (3)
(2,631
)
 
976

 
(4,187
)
 
(4,419
)
Net loss in non-Apollo Operating Group entities
189

 
—

 
275

 
2

Net income attributable to Series A Preferred Shareholders
(4,383
)
 
(4,772
)
 
(8,766
)
 
(4,772
)
Net income attributable to Series B Preferred Shareholders
(4,569
)
 
—

 
(4,569
)
 
—

Total adjustments
7,530

 
(4,573
)
 
10,257

 
29,195

Net income after adjustments
142,624

 
183,834

 
30,024

 
569,248

Weighted average ownership percentage of Apollo Operating Group
50.1
%
 
52.6
%
 
50.4
%
 
53.1
%
Net income attributable to Non-Controlling Interests in Apollo Operating Group
$
71,484

 
$
96,727

 
$
14,419

 
$
303,177

 
 
 
 
 
 
 
 
Net Income attributable to Non-Controlling Interests
$
80,200

 
$
101,262

 
$
29,114

 
$
311,096

Other comprehensive income (loss) attributable to Non-Controlling Interests
(15,741
)
 
2,314

 
(11,729
)
 
3,189

Comprehensive Income Attributable to Non-Controlling Interests
$
64,459

 
$
103,576

 
$
17,385

 
$
314,285

(1)
Reflects the remaining interest held by certain individuals who receive an allocation of income from certain of the credit funds managed by Apollo.
(2)
Reflects all taxes recorded in our condensed consolidated statements of operations. Of this amount, U.S. federal, state, and local corporate income taxes attributable to APO Corp. are added back to income of the Apollo Operating Group before calculating Non-Controlling Interests as the income allocable to the Apollo Operating Group is not subject to such taxes.
(3)
Reflects New York City Unincorporated Business Tax (“NYC UBT”) and foreign taxes that are attributable to the Apollo Operating Group and its subsidiaries related to its operations in the U.S. as partnerships and in non-U.S. jurisdictions as corporations. As such, these amounts are considered in the income attributable to the Apollo Operating Group.
13 . RELATED PARTY TRANSACTIONS AND INTERESTS IN CONSOLIDATED ENTITIES
Management fees, transaction and advisory fees and reimbursable expenses from the funds the Company manages and their portfolio companies are included in due from related parties in the condensed consolidated statements of financial condition. The Company also typically facilitates the payment of certain operating costs incurred by the funds that it manages as well as their related parties. These costs are normally reimbursed by such funds and are included in due from related parties. Due from related parties and due to related parties are comprised of the following:

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

 
As of
June 30, 2018
 
As of
December 31, 2017
Due from Related Parties:
 
 
 
Due from credit funds
$
155,408

 
$
128,198

Due from private equity funds
18,662

 
18,120

Due from real assets funds
21,464

 
20,105

Due from portfolio companies
60,405

 
37,366

Due from Contributing Partners, employees and former employees
59,305

 
58,799

Total Due from Related Parties
$
315,244

 
$
262,588

Due to Related Parties:
 
 
 
Due to Managing Partners and Contributing Partners
$
322,718

 
$
333,379

Due to credit funds
41,982

 
63,491

Due to private equity funds
46,952

 
30,848

Due to real assets funds
285

 
283

Distributions payable to employees
155

 
12

Total Due to Related Parties
$
412,092

 
$
428,013

Tax Receivable Agreement and Other
Subject to certain restrictions, each of the Managing Partners and Contributing Partners has the right to exchange their vested AOG Units for the Company’s Class A shares. Certain Apollo Operating Group entities have made an election under Section 754 of the U.S. Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), which will result in an adjustment to the tax basis of the assets owned by the Apollo Operating Group at the time of the exchange. These exchanges will result in increases in tax deductions that will reduce the amount of tax that APO Corp. will otherwise be required to pay in the future.
The tax receivable agreement provides for the payment to the Managing Partners and Contributing Partners of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income taxes that APO Corp. would realize as a result of the increases in tax basis of assets that resulted from the 2007 Reorganization and exchanges of AOG Units for Class A shares. APO Corp. retains the benefit from the remaining 15% of actual cash tax savings. If the Company does not make the required annual payment on a timely basis as outlined in the tax receivable agreement, interest is accrued on the balance until the payment date. These payments are expected to occur approximately over the next 15 years .
As a result of the exchanges of AOG Units for Class A shares during the six months ended June 30, 2018 and 2017 , a $39.6 million and $29.8 million liability was recorded, respectively, to estimate the amount of the future expected payments to be made by APO Corp. to the Managing Partners and Contributing Partners pursuant to the tax receivable agreement.
In April 2018, Apollo made a  $50.3 million  cash payment pursuant to the tax receivable agreement resulting from the realized tax benefit for the 2017 tax year. Additionally, in connection with this payment, the Company made a corresponding pro rata distribution of $50.5 million ( $0.25 per AOG Unit) to the Non-Controlling Interest holders in the Apollo Operating Group. In April 2017, Apollo made a $17.9 million  cash payment pursuant to the tax receivable agreement resulting from the realized tax benefit for the 2016 tax year. Additionally, in connection with this payment, the Company made a corresponding pro rata distribution of $20.5 million ( $0.10 per AOG Unit) to the Non-Controlling Interest holders in the Apollo Operating Group.
Due from Contributing Partners, Employees and Former Employees
As of June 30, 2018 and December 31, 2017 , due from Contributing Partners, Employees and Former Employees includes various amounts due to the Company including employee loans and return of profit sharing distributions. As of June 30, 2018 and December 31, 2017 , the balance included interest-bearing employee loans receivable of $15.5 million and $15.3 million , respectively. The outstanding principal amount of the loans as well as all accrued and unpaid interest is required to be repaid at the earlier of the eighth anniversary of the date of the relevant loan or at the date of the relevant employee’s resignation from the Company.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The Company recorded a receivable from the Contributing Partners and certain employees and former employees for the potential return of profit sharing distributions that would be due if certain funds were liquidated as of June 30, 2018 and December 31, 2017 of $35.3 million and $36.4 million , respectively.
Indemnity
Performance revenues from certain funds can be distributed to the Company on a current basis, but is subject to repayment by the subsidiaries of the Apollo Operating Group that act as general partners of the funds in the event that certain specified return thresholds are not ultimately achieved. The Managing Partners, Contributing Partners and certain other investment professionals have personally guaranteed, subject to certain limitations, the obligations of these subsidiaries in respect of this general partner obligation. Such guarantees are several and not joint and are limited to a particular Managing Partner’s or Contributing Partner’s distributions. Pursuant to an existing shareholders agreement, the Company has agreed to indemnify each of the Company’s Managing Partners and certain Contributing Partners against all amounts that they pay pursuant to any of these personal guarantees in favor of certain funds that the Company manages (including costs and expenses related to investigating the basis for or objecting to any claims made in respect of the guarantees) for all interests that the Company’s Managing Partners and Contributing Partners have contributed or sold to the Apollo Operating Group.
Accordingly, in the event that the Company’s Managing Partners, Contributing Partners and certain investment professionals are required to pay amounts in connection with a general partner obligation for the return of previously made distributions with respect to Fund IV, Fund V and Fund VI, the Company will be obligated to reimburse the Company’s Managing Partners and certain Contributing Partners for the indemnifiable percentage of amounts that they are required to pay even though the Company did not receive the certain distribution to which that general partner obligation related. The Company recorded an indemnification liability of $10.0 million and $10.5 million as of June 30, 2018 and December 31, 2017 , respectively.
Due to Private Equity and Credit Funds
Based upon an assumed liquidation of certain of the credit and private equity funds the Company manages the Company has recorded a general partner obligation to return previously distributed performance allocations, which represents amounts due to these funds. The general partner obligation is recognized based upon an assumed liquidation of a fund’s net assets as of the reporting date. The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of a fund’s investments based on the contractual termination of the fund or as otherwise set forth in the respective limited partnership agreement or other governing document of the fund.
There was a general partner obligation to return previously distributed performance allocations related to certain private equity funds of $41.5 million and $30.1 million accrued as of June 30, 2018 and December 31, 2017 , respectively. There was a general partner obligation to return previously distributed performance allocations related to certain credit funds of $37.8 million and $56.1 million accrued as of June 30, 2018 and December 31, 2017 , respectively.
Athene
Athene Holding was founded in 2009 to capitalize on favorable market conditions in the dislocated life insurance sector. Athene Holding, through its subsidiaries, is a leading retirement services company that issues, reinsures and acquires retirement savings products designed for the increasing number of individuals and institutions seeking to fund retirement needs. The products and services offered by Athene include fixed and fixed indexed annuity products, reinsurance services offered to third-party annuity providers; and institutional products, such as funding agreements. Athene Holding became an effective registrant under the Exchange Act on December 9, 2016. Athene Holding is currently listed on the New York Stock Exchange (NYSE) under the symbol “ATH”.
The Company provides asset management and advisory services to Athene, including asset allocation services, direct asset management services, asset and liability matching management, mergers and acquisitions, asset diligence hedging and other asset management services.
The Company, through its consolidated subsidiary Athene Asset Management, or AAM, earns management fees of 0.40% per year on all assets that it manages in accounts owned by Athene in the U.S. and Bermuda or in accounts supporting reinsurance ceded to U.S. and Bermuda subsidiaries of Athene Holding by third-party insurers (collectively, the “Athene North American Accounts”) up to $65.846 billion (the level of assets in the Athene North American Accounts as of December 31, 2016) and 0.30% per year on all assets in excess of $65.846 billion , respectively, subject to certain discounts and exceptions.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

Athora
The Company, through its consolidated subsidiary, AAME, provides investment advisory services to Athora, a strategic platform established to acquire or reinsure blocks of insurance business in the German and broader European life insurance market (collectively, the “Athora European Accounts”).
Athene and Athora Sub-Advised
The Company, through AAM, provides sub-advisory services with respect to a portion of the assets in the Athene North American Accounts. In addition, Apollo, through AAME, provides sub-advisory services with respect to a portion of the assets in the Athora European Accounts.
From time to time, Athene also invests in funds and investment vehicles that Apollo manages. The Company refers to such assets which are invested directly as “Athene Assets Directly Invested.”
The Company broadly refers to “Athene Sub-Advised” assets as those assets in the Athene North American Accounts which the Company explicitly sub-advises as well as Athene Assets Directly Invested. The Company broadly refers to “Athora Sub-Advised” assets as those assets in the Athora European Accounts which the Company explicitly sub-advises as well as those assets in the Athora European Accounts which are invested directly in funds and investment vehicles Apollo manages.
With limited exceptions, the sub-advisory fee arrangements between the Company, Athene, Athora and the fee arrangements with respect to Athene Assets Directly Invested are presented in the following table:
 
As of
June 30, 2018
Athene North American Accounts sub-advised by AAM (1) :
 
Assets up to $10.0 billion
0.40
%
Assets between $10.0 billion to $12.4 billion
0.35
%
Assets between $12.4 billion to $16.0 billion
0.40
%
Assets in excess of $16.0 billion
0.35
%
 
 
Athora European Accounts sub-advised by AAME
0.35
%
 
 
Athene Assets Directly Invested (2)
0% to 1.75%

(1)
The sub-advisory fees with respect to the assets in the Athene North American Accounts are in addition to the management fee earned by the Company described above.
(2)
With respect to Athene Assets Directly Invested, Apollo earns performance revenues of 0% to 20% in addition to the fees presented above. The fees set forth above with respect to the Athene Assets Directly Invested, and the performance revenues that Apollo earns on such assets, are in addition to the fees described above, with certain limited exceptions.
AAA Investments
Apollo, as general partner of AAA Investments, is generally entitled to performance allocations equal to 20% of the realized returns (net of related expenses, including borrowing costs) on the investments of AAA Investments, except that Apollo is not entitled to receive any performance allocations with respect to the shares of Athene Holding that were acquired (and not in satisfaction of prior commitments to buy such shares) by AAA Investments in the contribution of certain assets by AAA to Athene in October 2012.
The following table presents the performance allocations earned from AAA Investments:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Performance allocations from AAA Investments, net (1)
$
(158
)
 
$
1,915

 
$
(4,999
)
 
$
16,050

(1)
Net of related profit sharing expense.

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NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The following table presents the revenues earned in aggregate from Athene, Athora and AAA Investments:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Revenues earned in aggregate from Athene, Athora and AAA Investments, net (1)(2)
$
50,682

 
$
96,979

 
$
88,825

 
$
249,216

(1)
Consisting of management fees, sub-advisory fees, performance revenues from Athene, Athora and AAA Investments, as applicable (net of related profit sharing expense) and changes in the market value of the Athene Holding shares owned directly by Apollo. These amounts exclude the deferred revenue recognized as management fees associated with the vesting of AHL Awards granted to employees of Apollo as further described in note 11 .
(2)
Gains (losses) on the market value of the shares of Athene Holding owned directly by Apollo were $(68.1) million and $(0.1) million for the three months ended June 30, 2018 and 2017 , respectively, and $(135.0) million and $34.5 million for the six months ended June 30, 2018 and 2017 , respectively.
During the six months ended June 30, 2018 , the Company received performance allocations of $169.9 million and settled $46.6 million of profit sharing expense in the form of Athene Holding shares. The following table presents performance allocations and profit sharing payable from AAA Investments:
 
As of
June 30, 2018
 
As of
December 31, 2017
Performance allocations
$
1,830

 
$
178,600

Profit sharing payable
502

 
49,038

The Company’s economic ownership interest in Athene Holding is comprised of the following:
 
As of
June 30, 2018
(1)  
As of
December 31, 2017
(1)  
Indirect interest in Athene Holding:
 
 
 
 
Interest in AAA
2.2
%
 
2.2
%
 
Plus: Interest in AAA Investments
0.1
%
 
0.1
%
 
Total Interest in AAA and AAA Investments
2.3
%
 
2.3
%
 
Multiplied by: AAA Investments’ interest in Athene Holding
0.3
%
 
14.0
%
 
Indirect interest in Athene Holding
—
%
 
0.3
%
 
 
 
 
 
 
Plus: Direct interest in Athene Holding
10.1
%
 
8.5
%
 
Total interest in Athene Holding
10.1
%
 
8.8
%
 
(1)
Ownership interest percentages are based on approximate share count as of the reporting date.
AAA Investments Credit Agreement
On April 30, 2015, Apollo entered into a revolving credit agreement with AAA Investments (“AAA Investments Credit Agreement”). Under the terms of the AAA Investments Credit Agreement, the Company shall make available to AAA Investments one or more advances at the discretion of AAA Investments in the aggregate amount not to exceed a balance of $10.0 million at an applicable rate of LIBOR plus 1.5% . The Company receives an annual commitment fee of 0.125% on the unused portion of the loan. As of June 30, 2018 and December 31, 2017 , $6.2 million and $4.5 million , respectively, had been advanced by the Company and remained outstanding on the AAA Investments Credit Agreement. AAA Investments shall pay the aggregate borrowings plus accrued interest at the earlier of (a) the third anniversary of the closing date, or (b) the date that is fifteen months following the initial public offering of shares of Athene Holding Ltd. (the “Maturity Date”). On January 30, 2018, the Company and AAA agreed to extend the maturity date of the AAA Investments Credit Agreement to April 30, 2019.
Regulated Entities
Apollo Global Securities, LLC (“AGS”) is a registered broker dealer with the SEC and is a member of the Financial Industry Regulatory Authority, subject to the minimum net capital requirements of the SEC. AGS was in compliance with these

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requirements at June 30, 2018 . From time to time, this entity is involved in transactions with related parties of Apollo, including portfolio companies of the funds Apollo manages, whereby AGS earns underwriting and transaction fees for its services.
Other Transactions
The Company recognized  $3.8 million  of other income in the  condensed consolidated  statements of operations from the assignment of a CLO collateral management agreement to a related party during the  six months ended June 30, 2018 .
14 . COMMITMENTS AND CONTINGENCIES
Investment Commitments— As a limited partner, general partner and manager of the Apollo funds, Apollo had unfunded capital commitments as of June 30, 2018 and December 31, 2017 of $1.4 billion and $1.7 billion , respectively, of which $696 million and $823 million related to Fund IX as of June 30, 2018 and December 31, 2017 , respectively.
Debt Covenants— Apollo’s debt obligations contain various customary loan covenants. As of June 30, 2018 , the Company was not aware of any instances of non-compliance with the financial covenants contained in the documents governing the Company’s debt obligations.
Litigation and Contingencies— Apollo is, from time to time, party to various legal actions arising in the ordinary course of business including claims and lawsuits, reviews, investigations or proceedings by governmental and self-regulatory agencies regarding its business.
Various state attorneys general and federal and state agencies have initiated industry-wide investigations into the use of placement agents in connection with the solicitation of investments, particularly with respect to investments by public pension funds. Certain affiliates of Apollo have received subpoenas and other requests for information from various government regulatory agencies and investors in Apollo’s funds, seeking information regarding the use of placement agents. CalPERS announced on October 14, 2009, that it had initiated a special review of placement agents and related issues. The report of the CalPERS’ Special Review was issued on March 14, 2011. That report does not allege any wrongdoing on the part of Apollo or its affiliates. Apollo is continuing to cooperate with all such investigations and other reviews. In addition, on May 6, 2010, the California Attorney General filed a civil complaint against Alfred Villalobos and his company, Arvco Capital Research, LLC (“Arvco”) (a placement agent that Apollo has used) and Federico Buenrostro Jr., the former CEO of CalPERS, alleging conduct in violation of certain California laws in connection with CalPERS’s purchase of securities in various funds managed by Apollo and another asset manager. Apollo is not a party to the civil lawsuit and the lawsuit does not allege any misconduct on the part of Apollo. Likewise, on April 23, 2012, the SEC filed a lawsuit alleging securities fraud on the part of Arvco, as well as Messrs. Buenrostro and Villalobos, in connection with their activities concerning certain CalPERS investments in funds managed by Apollo. This lawsuit also does not allege wrongdoing on the part of Apollo, and alleges that Apollo was defrauded by Arvco, Villalobos, and Buenrostro. On March 14, 2013, the United States Department of Justice unsealed an indictment against Messrs. Villalobos and Buenrostro alleging, among other crimes, fraud in connection with those same activities; again, Apollo is not accused of any wrongdoing and in fact is alleged to have been defrauded by the defendants. The criminal action was set for trial in a San Francisco federal court in July 2014, but was put on hold after Mr. Buenrostro pleaded guilty on July 11, 2014. As part of Mr. Buenrostro’s plea agreement, he admitted to taking cash and other bribes from Mr. Villalobos in exchange for several improprieties, including attempting to influence CalPERS’ investing decisions and improperly preparing disclosure letters to satisfy Apollo’s requirements. There is no suggestion that Apollo was aware that Mr. Buenrostro had signed the letters with a corrupt motive. The government has indicated that they will file new charges against Mr. Villalobos incorporating Mr. Buenrostro’s admissions. On August 7, 2014, the government filed a superseding indictment against Mr. Villalobos asserting additional charges. Trial had been scheduled for February 23, 2015, but Mr. Villalobos passed away on January 13, 2015. Additionally, on April 15, 2013, Mr. Villalobos, Arvco and related entities (the “Arvco Debtors”) brought a civil action in the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”) against Apollo. The action is related to the ongoing bankruptcy proceedings of the Arvco Debtors. This action alleges that Arvco served as a placement agent for Apollo in connection with several funds associated with Apollo, and seeks to recover purported fees the Arvco Debtors claim Apollo has not paid them for a portion of Arvco’s placement agent services. In addition, the Arvco Debtors allege that Apollo has interfered with the Arvco Debtors’ commercial relationships with third parties, purportedly causing the Arvco Debtors to lose business and to incur fees and expenses in the defense of various investigations and litigations. The Arvco Debtors also seek compensation from Apollo for these alleged lost profits and fees and expenses. The Arvco Debtors’ complaint asserts various theories of recovery under the Bankruptcy Code and common law. Apollo denies the merit of all of the Arvco Debtors’ claims and will vigorously contest them. The Bankruptcy Court had stayed this action pending the result in the criminal case against Mr. Villalobos but lifted the stay on May 1, 2015; in light of Mr. Villalobos’s death, the criminal case was dismissed. On August 25, 2016, Christina Lovato, in her capacity as the Chapter 7 Trustee for the Arvco Debtors, filed an amended

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complaint. On March 20, 2017, the court granted Apollo’s motion to dismiss the equitable claims asserted in the amended complaint, leaving just two breach of contract claims remaining. On October 20, 2017, Apollo moved for summary judgment as to the trustee’s remaining claims and a counterclaim by Apollo that seeks indemnification for attorneys’ fees and expenses. The court granted summary judgment in favor of Apollo in part, and ordered supplemental briefing on the remaining claims, on May 23, 2018. On August 2, 2018, the court granted summary judgment on the balance of the plaintiff’s claims. No estimate of possible loss, if any, can be made at this time.
On June 18, 2014, BOKF N.A. (the “First Lien Trustee”), the successor indenture trustee under the indenture governing the First Lien Notes issued by Momentive Performance Materials, Inc. (“Momentive”), commenced a lawsuit in the Supreme Court for the State of New York, New York County against AGM and members of an ad hoc group of Second Lien Noteholders (including, but not limited to, Euro VI (BC) S.a.r.l.). The First Lien Trustee amended its complaint on July 2, 2014 (the “First Lien Intercreditor Action”). In the First Lien Intercreditor Action, the First Lien Trustee seeks, among other things, a declaration that the defendants violated an intercreditor agreement entered into between holders of the First Lien Notes and holders of the second lien notes. On July 16, 2014, the successor indenture trustee under the indenture governing the 1.5 Lien Notes (the “1.5 Lien Trustee,” and, together with the First Lien Trustee, the “Indenture Trustees”) filed an action in the Supreme Court of the State of New York, New York County that is substantially similar to the First Lien Intercreditor Action (the “1.5 Lien Intercreditor Action,” and, together with the First Lien Intercreditor Action, the “Intercreditor Actions”). AGM subsequently removed the Intercreditor Actions to federal district court, and the Intercreditor Actions were automatically referred to the Bankruptcy Court adjudicating the Momentive chapter 11 bankruptcy cases. The Indenture Trustees then filed motions with the Bankruptcy Court to remand the Intercreditor Actions back to the state court (the “Remand Motions”). On September 9, 2014, the Bankruptcy Court denied the Remand Motions. On August 15, 2014, the defendants in the Intercreditor Actions (including AGM) filed a motion to dismiss the 1.5 Lien Intercreditor Action and a motion for judgment on the pleadings in the First Lien Intercreditor Action (the “Dismissal Motions”). On September 30, 2014, the Bankruptcy Court granted the Dismissal Motions. In its order granting the Dismissal Motions, the Bankruptcy Court gave the Indenture Trustees until mid-November 2014 to move to amend some, but not all, of the claims alleged in their respective complaints. On November 14, 2014, the Indenture Trustees moved to amend their respective complaints pursuant to the Bankruptcy Court’s order (the “Motions to Amend”). On January 9, 2015, the defendants filed their oppositions to the Motions to Amend. On January 16, 2015, the Bankruptcy Court denied the Motions to Amend (the “Dismissal Order”), but gave the Indenture Trustees until March 2, 2015 to seek to amend their respective complaints. On March 2, 2015, the First Lien Trustee filed a motion seeking to amend its complaint. On April 10, 2015, the defendants, including AGM and Euro VI (BC) S.a.r.l., filed an opposition to the First Lien Trustee’s motion to amend. Instead of moving again to amend its complaint, the 1.5 Lien Trustee chose to appeal the Dismissal Order (the “1.5 Lien Appeal”). On March 30, 2015, the 1.5 Lien Trustee filed its Statement of Issues and Designation of Record on Appeal. On March 31, 2015, because the legal issues presented in the 1.5 Lien Appeal are substantially similar to those presented in the First Lien Intercreditor Action, the parties in the 1.5 Lien Appeal submitted a joint stipulation and proposed order to the District Court staying the briefing schedule on the 1.5 Lien Appeal pending the outcome of the First Lien Trustee’s most recent motion to amend. On April 13, 2015, the Defendants filed their Counter-Designation of the Record on Appeal in the 1.5 Lien Appeal. On May 8, 2015, the Bankruptcy Court denied the motion to amend filed on March 2, 2015 by the First Lien Trustee. On May 27, 2015, the First Lien Trustee filed a notice of appeal from the orders of the Bankruptcy Court dismissing the First Lien Intercreditor Action and denying the First Lien Trustee’s motions to amend (the “First Lien Appeal”). On June 2, 2015, the First Lien Trustee filed its Statement of Issues and Designation of Record on Appeal. On June 24, 2015, the defendants filed their Counter-Designation of the Record on Appeal in the First Lien Appeal. On July 31, 2015, the 1.5 Lien Trustee sent a letter to the federal district court hearing the 1.5 Lien Appeal asking the court to consolidate the 1.5 Lien Appeal with the First Lien Appeal which had been assigned to a different judge (the “Consolidation Request”). On April 8, 2016, the court granted the Consolidation Request. On May 20, 2016, the Indenture Trustees filed their opening appellate brief. The Appellees filed their response brief on July 14, 2016, and the Indenture Trustees filed their reply brief on August 5, 2016. On October 2, 2017, the court stayed the Intercreditor Actions pending a decision by the U.S. Court of Appeals for the Second Circuit in an appeal concerning the Momentive chapter 11 bankruptcy cases. On October 20, 2017, the Second Circuit issued its ruling in the appeal concerning the Momentive chapter 11 bankruptcy cases. As a result, the court has lifted the stay on the Intercreditor Actions, but no further proceedings have been held in the Intercreditor Actions. Apollo is unable at this time to assess a potential risk of loss. In addition, Apollo does not believe that AGM is a proper defendant in these actions.
Following the January 16, 2014 announcement that CEC Entertainment, Inc. (“CEC”) had entered into a merger agreement with certain entities affiliated with Apollo (the “Merger Agreement”), four putative shareholder class actions were filed in the District Court of Shawnee County, Kansas on behalf of purported stockholders of CEC against, among others, CEC, its directors and Apollo and certain of its affiliates, which include Queso Holdings Inc., Q Merger Sub Inc., Apollo Management VIII, L.P., and AP VIII Queso Holdings, L.P. The first purported class action, which is captioned Hilary Coyne v. Richard M. Frank et al., Case No. 14C57, was filed on January 21, 2014 (the “Coyne Action”). The second purported class action, which was captioned

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John Solak v. CEC Entertainment, Inc. et al., Civil Action No. 14C55, was filed on January 22, 2014 (the “Solak Action”). The Solak Action was dismissed for lack of prosecution on October 14, 2014. The third purported class action, which is captioned Irene Dixon v. CEC Entertainment, Inc. et al., Case No. 14C81, was filed on January 24, 2014 and additionally names as defendants Apollo Management VIII, L.P. and AP VIII Queso Holdings, L.P. (the “Dixon Action”). The fourth purported class action, which is captioned Louisiana Municipal Public Employees’ Retirement System v. Frank, et al., Case No. 14C97, was filed on January 31, 2014 (the “LMPERS Action”) (together with the Coyne and Dixon Actions, the “Shareholder Actions”). A fifth purported class action, which was captioned McCullough v. Frank, et al., Case No. CC-14-00622-B, was filed in the County Court of Dallas County, Texas on February 7, 2014. This action was dismissed for want of prosecution on May 21, 2014. Each of the Shareholder Actions alleges, among other things, that CEC’s directors breached their fiduciary duties to CEC’s stockholders in connection with their consideration and approval of the Merger Agreement, including by agreeing to an inadequate price, agreeing to impermissible deal protection devices, and filing materially deficient disclosures regarding the transaction. Each of the Shareholder Actions further alleges that Apollo and certain of its affiliates aided and abetted those alleged breaches. As filed, the Shareholder Actions seek, among other things, rescission of the various transactions associated with the merger, damages and attorneys’ and experts’ fees and costs. On February 7, 2014 and February 11, 2014, the plaintiffs in the Shareholder Actions pursued a consolidated action for damages after the transaction closed. Thereafter, the Shareholder Actions were consolidated under the caption In re CEC Entertainment, Inc. Stockholder Litigation, Case No. 14C57, and the parties engaged in limited discovery. On July 21, 2015, a consolidated class action complaint was brought by Twin City Pipe Trades Pension Trust in the Shareholder Actions that did not name as defendants Apollo, Queso Holdings Inc., Q Merger Sub Inc., Apollo Management VIII, L.P., or AP VIII Queso Holdings, L.P., continued to assert claims against CEC and its former directors, and added The Goldman Sachs Group Inc. (“Goldman Sachs”) as a defendant. The consolidated complaint alleges, among other things, that CEC’s former directors breached their fiduciary duties to CEC’s stockholders by conducting a deficient sales process, agreeing to impermissible deal protection devices, and filing materially deficient disclosures regarding the transaction. It further alleges that two members of the board who also served as the senior managers of CEC had material conflicts of interest and that Goldman Sachs aided and abetted the board’s breaches as a result of various conflicts of interest facing the bank. The consolidated complaint seeks, among other things, to recover damages, attorneys’ fees and costs. On October 22, 2015, the parties to the consolidated action moved to dismiss the complaint. On March 1, 2017, the special master appointed by the Kansas court to oversee pre-trial proceedings recommended that the Kansas court grant defendants’ motions to dismiss the complaint. On March 30, 2017, plaintiff moved for leave to amend the consolidated complaint. The proposed amended consolidated complaint does not name as defendants CEC or its former directors, and purports to substitute Goldman, Sachs & Co. in place of the Goldman Sachs Group Inc. on the claim for aiding and abetting breach of fiduciary duty. On June 1, 2017, the Court granted the parties’ joint motion to dismiss all claims against CEC and the former directors, and dismissed the former CEC directors from the action. Although Apollo cannot predict the ultimate outcome of the consolidated action, and therefore no reasonable estimate of possible loss, if any, can be made at this time, Apollo believes that such action is without merit.
On March 4, 2016, the Public Employees Retirement System of Mississippi filed a putative securities class action against Sprouts Farmers Market, Inc. (“SFM”), several SFM directors (including Andrew Jhawar, an Apollo partner), AP Sprouts Holdings, LLC and AP Sprouts Holdings (Overseas), L.P. (the “AP Entities”), which are controlled by entities managed by Apollo affiliates, and two underwriters of a March 2015 secondary offering of SFM common stock. The AP Entities sold SFM common stock in the March 2015 secondary offering. The complaint, filed in Arizona Superior Court and captioned Public Employees Retirement System of Mississippi v. Sprouts Farmers Market, Inc. (CV2016-050480), alleges that SFM filed a materially misleading registration statement for the secondary offering that incorporated alleged misrepresentations in SFM’s 2014 annual report regarding SFM’s business prospects, and failed to disclose alleged accelerating produce deflation. Plaintiffs alleged causes of action against the AP Entities for violations of Sections 11 and 15 of the Securities Act of 1933, seeking compensatory damages for alleged losses sustained from a decline in SFM’s stock price. Defendants moved to dismiss the action, and the court dismissed the Section 11 claim against the AP Entities but not the Section 15 claim. Discovery is ongoing. Because this action is in its early stages, no reasonable estimate of possible loss, if any, can be made at this time.
On June 20, 2016 Banca Carige S.p.A. (“Carige”) commenced a lawsuit in the Court of Genoa (Italy) (No. 8965/2016), against its former Chairman, its former Chief Executive Officer, AGM and certain entities (the “Apollo Entities”) organized and owned by investment funds managed by affiliates of AGM. The complaint alleges that AGM and the Apollo Entities (i) aided and abetted breaches of fiduciary duty to Carige allegedly committed by Carige’s former Chairman and former CEO in connection with the sale to the Apollo Entities of Carige subsidiaries engaged in the insurance business; and (ii) took wrongful actions aimed at weakening Banca Carige’s financial condition supposedly to facilitate an eventual acquisition of Carige. The causes of action are based in tort under Italian law. Carige purportedly seeks damages of €450 million in connection with the sale of the insurance businesses and €800 million for other losses. Hearings were held on May 17, 2017, on June 14, 2017, on November 7, 2017 and on January 18, 2018. After the Court’s decision dated December 6, 2017, that the case can be decided without further evidence,

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the parties filed their final two briefs on March 19, 2018 and April 9, 2018, respectively. Based on the allegations made by the plaintiff during the proceedings, Apollo believes that there is no merit to Carige’s claims. Additionally, although the case appears to be in its final stages, no reasonable estimate of possible loss, if any, can be made at this time.

On December 12, 2016, the CORE Litigation Trust (the “Trust”), which was created under the Chapter 11 reorganization plan for CORE Media and other affiliated entities, including CORE Entertainment, Inc. (“CORE”), approved by the Southern District of New York Bankruptcy Court on September 22, 2016, commenced an action in California Superior Court for Los Angeles County, captioned Core Litigation Trust v. Apollo Global Management, LLC, et al., Case No. BC 643732, which was removed to the United States District Court for the Central District of California on February 3, 2017.  On April 5, 2017, the C.D. Cal. District Court granted Defendants’ motion to transfer the case to the Southern District of New York (“SDNY”) and denied the Trust’s motion to remand the action to California state court, without prejudice to the Trust refiling its remand motion in the SDNY.  On April 20, 2017, the SDNY District Court referred the case to the SDNY Bankruptcy Court.  On July 17, 2017, the SDNY Bankruptcy Court granted the Trust’s motion for mandatory abstention and remanded the case to Los Angeles County Superior Court.  On October 3, 2017, the Los Angeles County Superior Court granted defendants’ motion to stay all proceedings in the California state court action on forum non conveniens grounds in favor of litigating the case in New York state court.  On November 9, 2017, the Trust filed a complaint in the Supreme Court of the State of New York for New York County, commencing an action captioned Core Litigation Trust v. Apollo Global Management, LLC, et al., Index No. 656856/2017.  The complaint names as defendants:  (i) AGM, (ii) Apollo Global Securities, LLC, (iii) other AGM subsidiaries, (iv) the funds managed by Apollo that were the beneficial owners of CORE Media (the “CORE Funds”), (v) certain affiliated-entities through which the CORE Funds owned their beneficial interest in CORE Media, (vi) Twenty-First Century Fox, Inc. (“Fox”) and certain Fox affiliates, (vii) Endemol USA Holding, Inc. (“Endemol”) and certain Endemol-affiliated entities, and (viii) the joint venture through which the CORE Funds and Fox beneficially owned CORE Media and Endemol Shine.  The Trust’s complaint asserts against all defendants claims for inducing the breach of and tortiously interfering with $360 million in loans under the 2011 loan agreements entered into between CORE and certain First and Second Lien Lenders (the “Lenders”), who assigned their loan-agreement claims to the Trust as part of CORE’s Chapter 11 plan of reorganization.  The Trust alleges that defendants’ participation in certain transactions related to CORE, including the December 12, 2014 formation of the joint venture through which the CORE Funds and Fox beneficially owned CORE Media and Endemol Shine, induced CORE to breach the loan agreements and tortiously interfered with CORE’s performance of its obligations under the loan agreements.  The Trust also asserts alter-ego and de-facto-merger claims seeking to hold certain defendants liable for the guarantee provided by CORE Entertainment Holdings, Inc. (CORE’s parent holding company) of CORE's repayment obligations under the loans’ repayment.  The Trust seeks $240 million in compensatory, unspecified punitive damages, pre-judgment interests, and costs and expenses.  On January 16, 2018, defendants filed motions to dismiss the complaint.  The Trust opposed the motions to dismiss on February 16, 2018.  Defendants filed their replies on March 12, 2018.  The court heard oral argument on defendants’ motions on May 17, 2018.  On April 27, 2018, the Trust filed an adversary complaint in the Southern District of New York Bankruptcy Court captioned Core Litigation Trust v. Apollo Global Management, LLC, et al., Case No. 16-11090.  The complaint names as defendants (i) AGM, (ii) certain affiliated-entities through which the CORE Funds owned their beneficial interest in CORE Media, (iii) certain former CORE directors who are current or former employees of AGM subsidiaries (the “Directors”), (iv) CORE Entertainment Holdings (CORE’s direct parent), and (v) the joint venture through which the CORE Funds and Fox beneficially owned CORE Media and Endemol Shine.  The Trust asserts a breach of fiduciary duty claim against the Directors and an aiding-and-abetting claim against AGM for allegedly preventing CORE Media from investing in the joint venture, and a fiduciary-duty breach claim against the Directors and Apollo CORE Holdings, and an aiding-and-abetting claim against all defendants (except the joint venture) for allegedly causing CORE Media to pay $93 million to a former shareholder to satisfy a legal judgment in March 2015.  The Trust further asserts fraudulent-conveyance claims against AGM under bankruptcy and New York law in connection with payment of that judgment.  The Trust seeks unspecified compensatory damages, to avoid and recover the $93 million judgment payment, pre-judgment interest, and costs and fees.  Defendants moved to dismiss the complaint on June 29, 2018.  Apollo believes the claims in each action are without merit.  Because the actions are in their early stages, no reasonable estimate of possible loss, if any, can be made at this time.
On August 3, 2017, a putative class action was commenced in the United States District Court for the Middle District of Florida against AGM, Gareth Turner (an Apollo Partner) and Mark Beith (a former Apollo Principal) by Michael McEvoy on behalf of a class of current and former employees of subsidiaries of CEVA Group, LLC (“CEVA Group”) who purchased restricted Class A shares in CEVA Investment Limited (“CIL”), the former parent company of CEVA Group.  The complaint alleges that the defendants breached fiduciary duties to and defrauded the plaintiffs by inducing them to purchase shares in CIL and subsequently participating in a debt restructuring of CEVA Group in which shareholders of CIL did not receive a recovery.  The complaint purports to seek damages in excess of €14 million .  On October 18, 2017, the bankruptcy trustee for CIL filed a motion in the Bankruptcy Court for the Southern District of New York to prevent McEvoy and his counsel from continuing to prosecute the Florida action on the basis that the relevant claims belong to the CIL bankruptcy estate.  On November 21, 2017, the Florida court

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FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

granted the parties’ joint motion to stay the case pending resolution of the CIL bankruptcy trustee’s motion to enforce the automatic stay, staying the case until further Order.  On February 9, 2018, the bankruptcy court granted the CIL trustee’s motion to enforce the automatic stay and enjoined further prosecution of the McEvoy Action (the “February 9 Order”).  On February 23, 2018, Mr. McEvoy filed a motion for leave to appeal the February 9 Order.  On May 4, 2018, the District Court for the Southern District of New York denied McEvoy’s appeal of the February 9 Order, but permitted McEvoy to file a motion in the bankruptcy court to clarify the scope of the injunction or to modify the order to permit him to amend the complaint.  On May 24, 2018, McEvoy filed a motion with the bankruptcy court seeking clarification or modification of the February 9 Order, which the CIL Trustee and Mr. Turner opposed.  On June 1, 2018, the Florida court entered an order continuing the stay in the case pending the bankruptcy court’s ruling on McEvoy’s motion for clarification.  The bankruptcy court held a hearing on McEvoy’s motion for clarification on June 28, 2018, at which it directed McEvoy to file a reply and proposed amended complaint.  The reply and proposed amended complaint were filed on July 10, 2018.  The proposed amended complaint no longer asserts claims against Messrs. Turner and Beith but adds Apollo Management VI, L.P. and CEVA Group as proposed defendants.  The proposed amended complaint purports to seek damages of approximately €30 million and asserts, among other things, claims for violations of the Investment Advisors Act of 1940, breach of fiduciary duties, and breach of contract. Based on the allegations in the complaint, Apollo believes that there is no merit to the claims.  Additionally, as the case is in its early stages, no reasonable estimate of possible loss, if any, can be made at this time.

Between July 25 and August 15, 2017, plaintiffs filed three purported stockholder class actions in the Nevada state and federal court against ClubCorp Holdings Inc. (“ClubCorp”), the directors of ClubCorp, and AGM, in connection with the proposed acquisition of ClubCorp. The cases in the District Court for Clark County, Nevada were originally captioned Meng v. ClubCorp Holdings, Inc., et al., No. A-17-758912-B (“Meng”); Baum v. Affeldt, et al., No. A-17-759227-C (“Baum”); and Solak v. Affeldt, et al., No. A-17-759987-B (“Solak”). On August 16, 2017, the Meng and Baum actions were consolidated with two other similar actions that did not name AGM as a defendant. The consolidated action is captioned In re ClubCorp Holdings Shareholder Litigation, Case No. A-17-758912-B (“In re ClubCorp”). On September 21, 2017, the Solak action was consolidated into In re ClubCorp. On October 12, 2017, plaintiffs in In re ClubCorp filed a consolidated amended complaint. The complaint purports to assert claims against the directors of ClubCorp for allegedly breaching their fiduciary duties of loyalty, due care, good faith, and candor owed to the plaintiff and the public stockholders of ClubCorp. The complaint includes allegations that the directors, among other things, agreed to a transaction at an unreasonably low price, failed to take the necessary steps to maximize stockholder value, gave preferential severance benefits to certain executives, agreed to preclusive deal protection provisions, and included materially incomplete and misleading information in the proxy statement recommending that stockholders vote in favor of the acquisition. The complaint also purports to assert a claim against AGM for aiding and abetting the directors’ purported breach of fiduciary duty. On November 15, 2017, another plaintiff with separate counsel filed a motion to intervene, attaching a proposed complaint in intervention containing similar allegations but asserting claims only against ClubCorp and its directors, not AGM. On December 19, 2017, a hearing was held in which the motion to intervene was denied. On January 26, 2018, plaintiffs filed a second consolidated amended complaint.  On February 23, 2018, AGM, ClubCorp, and the ClubCorp directors filed motions to dismiss the second consolidated amended complaint. On March 23, 2018, plaintiffs filed a brief in opposition to the motions to dismiss. On April 20, 2018, defendants filed reply briefs in further support of their motions to dismiss.  On May 24, 2018, the court granted AGM’s motion to dismiss and continued the ClubCorp directors’ motion to dismiss pending additional discovery.  On June 21, 2018, the court executed an order dismissing the claims against AGM with prejudice.

On December 21, 2017, Harbinger Capital Partners II, LP, Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, L.P., Harbinger Capital Partners Special Situations GP, LLC, Harbinger Capital Partners Offshore Manager, L.L.C., Global Opportunities Breakaway Ltd. (in voluntary liquidation), and Credit Distressed Blue Line Master Fund, Ltd. (collectively, “Harbinger”) commenced an action in New York Supreme Court captioned Harbinger Capital Partners II LP et al. v. Apollo Global Management LLC, et al. (No. 657515/2017). The complaint names as defendants (i) AGM, (ii) the funds managed by Apollo that invested in SkyTerra Communications, Inc. (“SkyTerra”) equity before selling their interests to Harbinger under an April 2008 agreement that closed in 2010, and (iii) six former SkyTerra directors, five of whom are current or former Apollo employees.  The complaint alleges that during the period of Harbinger’s various equity and debt investments in SkyTerra, from 2004 to 2010, Defendants concealed from Harbinger material defects in SkyTerra technology that was to be used to create a new mobile wi-fi network.  The complaint alleges that Harbinger would not have made investments in SkyTerra totaling approximately $1.9 billion had it known of the defects, and that the public disclosure of these defects ultimately led to SkyTerra filing for bankruptcy in 2012 (after it had been renamed LightSquared). The complaint asserts claims against (i) all defendants for fraud, civil conspiracy, and negligent misrepresentation, (ii) AGM and the Apollo-managed funds only for breach of fiduciary duty, breach of contract, and unjust enrichment, and (iii) the SkyTerra director defendants only for aiding and abetting breach of fiduciary duty.  The complaint seeks $1.9 billion in damages, as well as punitive damages, interest, costs, and fees. On February 14, 2018, the parties filed a stipulation in the state court to stay the state court action until December 31, 2018.  The Court entered

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

the stay on February 21, 2018.  On February 14, 2018, Defendants moved the United States Bankruptcy Court for the Southern District of New York to reopen the LightSquared bankruptcy proceeding for the limited purpose of enforcing Harbinger’s assignment and release in that bankruptcy of the claims that it asserts in the New York state court action. On February 23, 2018, Apollo filed a Notice of Adjournment on behalf of all parties that adjourned without date the hearing on the motion to reopen, to be rescheduled to a new date and time following the expiration of the state-court stay.  Apollo believes these claims are without merit.  Because this action is in its early stages, no reasonable estimate of possible loss, if any, can be made at this time.

On February 9, 2018, plaintiffs Joseph M. Dropp, Mary E. Dropp, Robert Levine, Susan Levine, and Kaarina Pakka filed a complaint in the United States District Court for the District of Nevada against Apollo Management VIII, L.P. (“Management VIII”), AGM and Diamond Resorts International, Inc. (“Diamond”) and several of its affiliates and executives. Plaintiffs, who allege that they bought vacation interest points from Diamond, allege that the points are securities and that defendants violated federal securities laws by selling the points without registering them as securities. Plaintiffs also assert a “control person” claim against Management VIII and AGM. Plaintiffs assert their claims on their own behalf and on behalf of a purported class of Diamond customers who bought vacation interest points over the last three years. They seek injunctive relief prohibiting defendants from continuing to market and sell unregistered securities, the right to rescind their purchases, and unspecified compensatory damages. On April 11, 2018, Defendants filed motions to sever Ms. Pakka's claims from the claims of the other plaintiffs and to transfer those claims to the United States District Court for the District of Hawaii. In regard to the other plaintiffs, Defendants filed motions to compel those plaintiffs to arbitrate their claims; to strike their class action claim and to pursue their arbitration claim individually, rather than jointly; and to dismiss the complaint or, in the alternative, stay it pending arbitration. Because this action is in the early stages, no reasonable estimate of possible loss, if any, can be made at this time.

Five substantially similar shareholder class action lawsuits related to the January 19, 2018 IPO of ADT Inc. common stock were filed in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida in March, April and May 2018.  The actions are entitled Goldstrand Investments Inc. v. ADT Inc., Krebsbach v. ADT Inc., Katz v. ADT Inc., Sweet v. ADT Inc., and Lowinger v. ADT Inc.  Plaintiffs in each case allege the purchase of ADT common stock in or traceable to the IPO or “pursuant to” ADT’s registration statement, assert claims for alleged violations of the Securities Act of 1933 (the “1933 Act”) and seek to represent a class of similarly situated shareholders.  Each of the complaints names ADT Inc. and various ADT officers, directors and IPO underwriters, including Apollo Global Securities, LLC, as defendants.  Plaintiffs allege that the defendants violated the 1933 Act because the registration statement and prospectus used to effectuate the IPO were false and misleading in that they allegedly misled investors with respect to material litigation involving ADT, ADT’s efforts to protect its intellectual property, competitive pressures ADT faced, ADT’s customer acquisition costs, and false-alarm pressures.  On July 10, 2018, the Court entered an order consolidating the cases under the caption In re ADT Inc. Shareholder Litigation and providing that plaintiffs shall file a consolidated complaint by August 24, 2018. On May 21, 2018, a similar shareholder class action lawsuit also related to the January 19, 2018 IPO was filed in the United States District Court for the Southern District of Florida.  The action is entitled Perdomo v. ADT Inc.  On July 20, 2018, several purported ADT shareholders filed competing motions to be named lead plaintiff in that action.  Those motions are pending. Because these actions are in the early stages, no reasonable estimate of possible loss, if any, can be made at this time.

On May 3, 2018, Caldera Holdings Ltd, Caldera Life Reinsurance Company, and Caldera Shareholder, L.P. (collectively, “Caldera”) filed a summons with notice in the Supreme Court of the State of New York, New York County, naming as defendants AGM, Apollo Management, L.P., Apollo Advisors VIII, L.P., Apollo Capital Management VIII, LLC, Athene Asset Management, L.P., Athene Holding, Ltd., and Leon Black (collectively, “Defendants” and all but Athene Holding, Ltd., the “Apollo Defendants”). On July 12, 2018, Caldera filed a complaint, Index No. 652175/2018 (the “Complaint”), alleging three causes of action: (1) tortious interference with prospective business relations/prospective economic advantage; (2) defamation/trade disparagement/injurious falsehood; and (3) unfair competition. The Complaint seeks damages of no less than $1.5 billion , as well as exemplary and punitive damages, attorneys’ fees, interest, and an injunction. Defendants’ response to the Complaint is due on August 22, 2018.  The Apollo Defendants believe that the claims contained in the Complaint lack merit and intend to defend the case vigorously. Because this action is in the early stages, no reasonable estimate of possible loss, if any, can be made at this time.
Commitments and Contingencies— Apollo leases office space and certain office equipment under various lease and sublease arrangements, which expire on various dates through 2036. As these leases expire, it can be expected that in the normal course of business, they will be renewed or replaced. Certain lease agreements contain renewal options, rent escalation provisions based on certain costs incurred by the landlord or other inducements provided by the landlord. Rent expense is accrued to recognize lease escalation provisions and inducements provided by the landlord, if any, on a straight-line basis over the lease term and renewal periods where applicable. Apollo has entered into various operating lease service agreements in respect of certain assets.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The approximate aggregate minimum future payments required for operating leases are presented below and include the future payments for a lease signed on July 30, 2018:
 
Remaining 2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
Aggregate minimum future payments (1)
$
18,403

 
$
36,546

 
$
24,400

 
$
31,485

 
$
35,395

 
$
435,506

 
$
581,735

(1)
Includes payments associated with a lease which was signed on July 30, 2018.
Expenses related to non-cancellable contractual obligations for premises, equipment, auto and other assets were $10.2 million and $10.1 million for the three months ended June 30, 2018 and 2017 , respectively, and $20.0 million and $20.4 million for the six months ended June 30, 2018 and 2017 , respectively, and are included in general, administrative and other on the condensed consolidated statements of operations.
Other long-term obligations relate to payments with respect to certain consulting agreements entered into by Apollo Investment Consulting LLC, a subsidiary of Apollo, as well as long-term service contracts. A significant portion of these costs are reimbursable by funds or portfolio companies. As of June 30, 2018 , fixed and determinable payments due in connection with these obligations were as follows:
 
Remaining 2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
Other long-term obligations
$
13,841

 
$
7,172

 
$
2,357

 
$
2,107

 
$
1,497

 
$
1,240

 
$
28,214

Contingent Obligations— Performance allocations with respect to certain funds are subject to reversal in the event of future losses to the extent of the cumulative revenues recognized in income to date. If all of the existing investments became worthless, the amount of cumulative revenues that have been recognized by Apollo through June 30, 2018 and that would be reversed approximates $3.5 billion . Management views the possibility of all of the investments becoming worthless as remote. Performance allocations are affected by changes in the fair values of the underlying investments in the funds that Apollo manages. Valuations, on an unrealized basis, can be significantly affected by a variety of external factors including, but not limited to, bond yields and industry trading multiples. Movements in these items can affect valuations quarter to quarter even if the underlying business fundamentals remain stable.
Additionally, at the end of the life of certain funds that the Company manages, there could be a payment due to a fund by the Company if the Company, as general partner, has received more performance allocations than was ultimately earned. The general partner obligation amount, if any, will depend on final realized values of investments at the end of the life of each fund or as otherwise set forth in the respective limited partnership agreement of the fund. See note 13 to our condensed consolidated financial statements for further details regarding the general partner obligation.
Certain funds may not generate performance allocations as a result of unrealized and realized losses that are recognized in the current and prior reporting period. In certain cases, performance allocations will not be generated until additional unrealized and realized gains occur. Any appreciation would first cover the deductions for invested capital, unreturned organizational expenses, operating expenses, management fees and priority returns based on the terms of the respective fund agreements.
One of the Company’s subsidiaries, AGS, provides underwriting commitments in connection with securities offerings to the portfolio companies of the funds Apollo manages. As of June 30, 2018 , there were no underwriting commitments outstanding related to such offerings.
Contingent Consideration— In connection with the acquisition of Stone Tower in April 2012, the Company agreed to pay the former owners of Stone Tower a specified percentage of any future performance revenues earned from certain of the Stone Tower funds, CLOs, and strategic investment accounts. This contingent consideration liability was determined based on the present value of estimated future performance revenue payments, and is recorded in profit sharing payable in the condensed consolidated statements of financial condition. The fair value of the remaining contingent obligation was $82.0 million and $92.6 million as of June 30, 2018 and December 31, 2017 , respectively.
The contingent consideration obligations will be remeasured to fair value at each reporting period until the obligations are satisfied and are characterized as Level III liabilities. The changes in the fair value of the contingent consideration obligations

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

is reflected in profit sharing expense in the condensed consolidated statements of operations. See note 6 for further information regarding fair value measurements.
15 . SEGMENT REPORTING
Apollo conducts its business primarily in the United States and substantially all of its revenues are generated domestically. Apollo’s business is conducted through three reportable segments: credit, private equity and real assets. Segment information is utilized by our Managing Partners, who operate collectively as our chief operating decision maker, to assess performance and to allocate resources. These segments were established based on the nature of investment activities in each underlying fund, including the specific type of investment made and the level of control over the investment.
The performance is measured by the Company’s chief operating decision maker on an unconsolidated basis because management makes operating decisions and assesses the performance of each of Apollo’s business segments based on financial and operating metrics and data that exclude the effects of consolidation of any of the affiliated funds.
Economic Income (Loss)
Economic Income (Loss), or “EI”, is a key performance measure used by management in evaluating the performance of Apollo’s credit, private equity and real assets segments. Management believes the components of EI, such as the amount of management fees, advisory and transaction fees and performance fees, are indicative of the Company’s performance. Management uses EI in making key operating decisions such as the following:
•
Decisions related to the allocation of resources such as staffing decisions including hiring and locations for deployment of the new hires;
•
Decisions related to capital deployment such as providing capital to facilitate growth for the business and/or to facilitate expansion into new businesses; and
•
Decisions related to expenses, such as determining annual discretionary bonuses and equity-based compensation awards to its employees. With respect to compensation, management seeks to align the interests of certain professionals and selected other individuals with those of the investors in such funds and those of the Company’s shareholders by providing such individuals a profit sharing interest in the performance fees earned in relation to the funds. To achieve that objective, a certain amount of compensation is based on the Company’s performance and growth for the year.
EI is a measure of profitability and has certain limitations in that it does not take into account certain items included under U.S. GAAP. EI represents segment income (loss) before income tax provision excluding transaction-related charges arising from the 2007 private placement, and any acquisitions. Transaction-related charges includes equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions. In addition, EI excludes non-cash revenue and expense related to equity awards granted by unconsolidated related parties to employees of the Company, compensation and administrative related expense reimbursements, as well as the assets, liabilities and operating results of the funds and VIEs that are included in the condensed consolidated financial statements. We believe the exclusion of the non-cash charges related to the 2007 Reorganization for equity-based compensation provides investors with a meaningful indication of our performance because these charges relate to the equity portion of our capital structure and not our core operating performance. EI also excludes impacts of the remeasurement of the tax receivable agreement recorded in other income, which arises from changes in the associated deferred tax balance, including the impacts related to the TCJA.
Management believes that excluding the remeasurement of the tax receivable agreement from EI is meaningful as it increases comparability between periods. Remeasurement of the tax receivable agreement is an estimate, and may change due to changes in interpretations and assumptions based on additional guidance that may be issued pertaining to the TCJA.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The following tables present financial data for Apollo’s reportable segments.
 
As of and for the Three Months Ended June 30, 2018
 
Credit
Segment
 
Private Equity
Segment
 
Real Assets
Segment
 
Total Reportable
Segments
Revenues:
 
 
 
 
 
 
 
Management fees
$
184,587

 
$
122,812

 
$
18,465

 
$
325,864

Advisory and transaction fees, net
2,284

 
13,294

 
2

 
15,580

Performance fees (1) :
 
 
 
 
 
 
 
Unrealized (2)
7,649

 
13,228

 
(258
)
 
20,619

Realized
64,797

 
52,641

 
2,802

 
120,240

Total performance fees
72,446

 
65,869

 
2,544

 
140,859

Principal investment income
10,888

 
11,105

 
799

 
22,792

Total Revenues (3)
270,205

 
213,080

 
21,810

 
505,095

Expenses:
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
Salary, bonus and benefits
57,894

 
36,509

 
10,098

 
104,501

Equity-based compensation
8,311

 
6,875

 
847

 
16,033

Profit sharing expense:
 
 
 
 
 
 
 
Unrealized
3,052

 
6,380

 
(307
)
 
9,125

Realized
37,106

 
31,644

 
1,060

 
69,810

Equity-based (4)
2,072

 
15,483

 
290

 
17,845

Total profit sharing expense
42,230

 
53,507

 
1,043

 
96,780

Total compensation and benefits
108,435

 
96,891

 
11,988

 
217,314

Non-compensation expenses:
 
 
 
 
 
 
 
General, administrative and other
33,626

 
15,740

 
6,310

 
55,676

Placement fees
279

 
32

 
—

 
311

Total non-compensation expenses
33,905

 
15,772

 
6,310

 
55,987

Total Expenses (3)
142,340

 
112,663

 
18,298

 
273,301

Other Loss:
 
 
 
 
 
 
 
Net gains (losses) from investment activities
(47,432
)
 
(20,137
)
 
4

 
(67,565
)
Net interest loss
(5,382
)
 
(3,857
)
 
(1,097
)
 
(10,336
)
Other loss, net
(2,319
)
 
(2,398
)
 
(699
)
 
(5,416
)
Total Other Loss (3)
(55,133
)
 
(26,392
)
 
(1,792
)
 
(83,317
)
Non-Controlling Interests
(1,364
)
 
—

 
—

 
(1,364
)
Economic Income (3)
$
71,368

 
$
74,025

 
$
1,720

 
$
147,113

Total Assets (3)
$
2,648,979

 
$
2,568,187

 
$
206,413

 
$
5,423,579

(1)
Performance fees includes performance allocations and incentive fees.
(2)
Included in unrealized performance fees for the three months ended June 30, 2018 was a reversal of previously realized performance fees due to the general partner obligation to return previously distributed performance fees.
(3)
Refer below for a reconciliation of total revenues, total expenses, other income and total assets for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses, total consolidated other income (loss) and total assets.
(4)
Relates to amortization of restricted share awards granted under certain profit sharing arrangements.


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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

 
For the Three Months Ended June 30, 2017
 
Credit
Segment
 
Private Equity
Segment
 
Real Assets
Segment
 
Total Reportable
Segments
Revenues:
 
 
 
 
 
 
 
Management fees
$
169,856

 
$
77,275

 
$
19,777

 
$
266,908

Advisory and transaction fees, net
3,709

 
19,302

 
618

 
23,629

Performance fees (1) :
 
 
 
 
 
 
 
Unrealized (2)
26,921

 
(98,372
)
 
926

 
(70,525
)
Realized
57,119

 
136,497

 
5,175

 
198,791

Total performance fees
84,040

 
38,125

 
6,101

 
128,266

Principal investment income
5,856

 
10,348

 
1,015

 
17,219

Total Revenues (3)
263,461

 
145,050

 
27,511

 
436,022

Expenses:
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
Salary, bonus and benefits
59,244

 
30,294

 
9,022

 
98,560

Equity-based compensation
9,228

 
7,704

 
634

 
17,566

Profit sharing expense:
 
 
 
 
 
 
 
Unrealized
12,927

 
(34,983
)
 
(70
)
 
(22,126
)
Realized
23,080

 
53,137

 
2,866

 
79,083

Equity-based (4)
582

 
462

 
—

 
1,044

Total profit sharing expense
36,589

 
18,616

 
2,796

 
58,001

Total compensation and benefits
105,061

 
56,614

 
12,452

 
174,127

Non-compensation expenses:
 
 
 
 
 
 
 
General, administrative and other
31,760

 
16,617

 
5,297

 
53,674

Placement fees
3,918

 
1,341

 
—

 
5,259

Total non-compensation expenses
35,678

 
17,958

 
5,297

 
58,933

Total Expenses (3)
140,739

 
74,572

 
17,749

 
233,060

Other Loss:
   

 
 
 
 
 
 
Net losses from investment activities
(299
)
 
(100
)
 
—

 
(399
)
Net interest loss
(6,484
)
 
(4,336
)
 
(1,247
)
 
(12,067
)
Other income (loss), net
(241
)
 
781

 
240

 
780

Total Other Loss (3)
(7,024
)
 
(3,655
)
 
(1,007
)
 
(11,686
)
Non-Controlling Interests
(559
)
 
—

 
—

 
(559
)
Economic Income (3)
$
115,139

 
$
66,823

 
$
8,755

 
$
190,717

(1)
Performance fees includes performance allocations and incentive fees.
(2)
Included in unrealized performance fees for the three months ended June 30, 2017 was a reversal of previously realized performance fees due to the general partner obligation to return previously distributed performance fees.
(3)
Refer below for a reconciliation of total revenues, total expenses and other income for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses and total consolidated other income (loss).
(4)
Relates to amortization of equity-based awards granted under certain profit sharing arrangements.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The following table reconciles total consolidated revenues to total revenues for Apollo’s reportable segments.
 
For the Three Months Ended June 30,
 
2018
 
2017
Total Consolidated Revenues
$
523,316

 
$
449,708

Equity awards granted by unconsolidated related parties and reimbursable expenses (1)
(20,200
)
 
(15,179
)
Adjustments related to consolidated funds and VIEs (1)
1,979

 
1,493

Total Reportable Segments Revenues
$
505,095

 
$
436,022

(1)
Represents advisory fees, management fees and performance fees earned from consolidated VIEs which are eliminated in consolidation. Includes non-cash revenues related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative related expense reimbursements.
The following table reconciles total consolidated expenses to total expenses for Apollo’s reportable segments
 
For the Three Months Ended June 30,
 
2018
 
2017
Total Consolidated Expenses
$
301,394

 
$
264,526

Equity awards granted by unconsolidated related parties and reimbursable expenses (1)
(19,836
)
 
(15,179
)
Transaction-related compensation charges (1)
7,854

 
(1,549
)
Reclassification of interest expenses
(15,162
)
 
(13,195
)
Amortization of transaction-related intangibles (1)
(949
)
 
(1,543
)
Total Reportable Segments Expenses
$
273,301

 
$
233,060

(1)
Represents the addition of expenses of consolidated funds and VIEs, transaction-related charges, non-cash expenses related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative expenses. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.
The following table reconciles total consolidated other income (loss) to total other loss for Apollo’s reportable segments.
 
For the Three Months Ended June 30,
 
2018
 
2017
Total Consolidated Other Income (Loss)
$
(59,188
)
 
$
6,983

Reclassification of interest expense
(15,162
)
 
(13,195
)
Adjustments related to consolidated funds and VIEs (1)
(8,967
)
 
(5,474
)
Total Reportable Segments Other Loss
$
(83,317
)
 
$
(11,686
)
(1)
Represents the addition of other income of consolidated funds and VIEs.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The following table presents the reconciliation of income before income tax provision reported in the condensed consolidated statements of operations to Economic Income.
 
For the Three Months Ended June 30,
 
2018
 
2017
Income before income tax provision
$
162,734

 
$
192,165

Adjustments:
 
 
 
Net income attributable to Non-Controlling Interests in consolidated entities
(8,716
)
 
(4,535
)
Transaction-related charges, net (1)
(6,905
)
 
3,087

Total consolidation adjustments and other
(15,621
)
 
(1,448
)
Economic Income
$
147,113

 
$
190,717

 
(1)
Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.


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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The following tables present financial data for Apollo’s reportable segments.
 
As of and for the Six Months Ended June 30, 2018
 
Credit
Segment
 
Private Equity
Segment
 
Real Assets
Segment
 
Total Reportable
Segments
Revenues:
 
 
 
 
 
 
 
Management fees
$
367,657

 
$
193,972

 
$
36,438

 
$
598,067

Advisory and transaction fees, net
4,632

 
23,892

 
50

 
28,574

Performance fees (1) :
 
 
 
 
 
 
 
Unrealized (2)
35,360

 
(432,240
)
 
(2,923
)
 
(399,803
)
Realized
79,854

 
331,916

 
5,928

 
417,698

Total performance fees
115,214

 
(100,324
)
 
3,005

 
17,895

Principal investment income (loss)
16,297

 
(6,426
)
 
317

 
10,188

Total Revenues (3)
503,800

 
111,114

 
39,810

 
654,724

Expenses:
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
Salary, bonus and benefits
118,968

 
71,530

 
20,534

 
211,032

Equity-based compensation
18,038

 
13,647

 
1,706

 
33,391

Profit sharing expense:
 
 
 
 
 
 
 
Unrealized
18,765

 
(131,253
)
 
(1,398
)
 
(113,886
)
Realized
43,708

 
133,726

 
2,646

 
180,080

Equity-based (4)
3,863

 
28,084

 
539

 
32,486

Total profit sharing expense
66,336

 
30,557

 
1,787

 
98,680

Total compensation and benefits
203,342

 
115,734

 
24,027

 
343,103

Non-compensation expenses:
 
 
 
 
 
 
 
General, administrative and other
66,761

 
30,838

 
12,452

 
110,051

Placement fees
555

 
83

 
—

 
638

Total non-compensation expenses
67,316

 
30,921

 
12,452

 
110,689

Total Expenses (3)
270,658

 
146,655

 
36,479

 
453,792

Other Loss:
 
 
 
 
 
 
 
Net gains (losses) from investment activities
(102,699
)
 
(32,014
)
 
11

 
(134,702
)
Net interest loss
(10,353
)
 
(7,784
)
 
(2,140
)
 
(20,277
)
Other income (loss), net
1,627

 
(2,147
)
 
(636
)
 
(1,156
)
Total Other Loss (3)
(111,425
)
 
(41,945
)
 
(2,765
)
 
(156,135
)
Non-Controlling Interests
(2,579
)
 
—

 
—

 
(2,579
)
Economic Income (Loss) (3)
$
119,138

 
$
(77,486
)
 
$
566

 
$
42,218

Total Assets (3)
$
2,648,979

 
$
2,568,187

 
$
206,413

 
$
5,423,579

(1)
Performance fees includes performance allocations and incentive fees.
(2)
Included in unrealized performance fees for the six months ended June 30, 2018 was a reversal of previously realized performance fees due to the general partner obligation to return previously distributed performance fees.
(3)
Refer below for a reconciliation of total revenues, total expenses, other income and total assets for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses, total consolidated other income (loss) and total assets.
(4)
Relates to amortization of equity-based awards granted under certain profit sharing arrangements.


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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

 
For the Six Months Ended June 30, 2017
 
Credit
Segment
 
Private Equity
Segment
 
Real Assets
Segment
 
Total Reportable
Segments
Revenues:
 
 
 
 
 
 
 
Management fees
$
328,198

 
$
154,673

 
$
36,090

 
$
518,961

Advisory and transaction fees, net
6,265

 
31,074

 
1,357

 
38,696

Performance fees (1) :
 
 
 
 
 
 
 
Unrealized (2)
33,243

 
65,247

 
3,530

 
102,020

Realized
88,055

 
291,958

 
5,239

 
385,252

Total performance fees
121,298

 
357,205

 
8,769

 
487,272

Principal investment income
12,339

 
42,076

 
2,018

 
56,433

Total Revenues (3)
468,100

 
585,028

 
48,234

 
1,101,362

Expenses:
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
Salary, bonus and benefits
114,126

 
61,763

 
17,392

 
193,281

Equity-based compensation
18,330

 
14,799

 
1,182

 
34,311

Profit sharing expense:
 
 
 
 
 
 
 
Unrealized
15,142

 
20,033

 
1,964

 
37,139

Realized
36,525

 
128,389

 
2,892

 
167,806

Equity-based
869

 
462

 
—

 
1,331

Total profit sharing expense
52,536

 
148,884

 
4,856

 
206,276

Total compensation and benefits
184,992

 
225,446

 
23,430

 
433,868

Non-compensation expenses:
 
 
 
 
 
 
 
General, administrative and other
63,850

 
33,977

 
9,779

 
107,606

Placement fees
5,688

 
1,475

 
—

 
7,163

Total non-compensation expenses
69,538

 
35,452

 
9,779

 
114,769

Total Expenses (3)
254,530

 
260,898

 
33,209

 
548,637

Other Income (Loss):
   

 
 
 
 
 
 
Net gains from investment activities
30,795

 
3,296

 
—

 
34,091

Net interest loss
(13,006
)
 
(8,578
)
 
(2,471
)
 
(24,055
)
Other income, net
570

 
18,571

 
303

 
19,444

Total Other Income (Loss) (3)
18,359

 
13,289

 
(2,168
)
 
29,480

Non-Controlling Interests
(1,493
)
 
—

 
—

 
(1,493
)
Economic Income (3)
$
230,436

 
$
337,419

 
$
12,857

 
$
580,712

(1)
Performance fees includes performance allocations and incentive fees.
(2)
Included in unrealized performance fees for the six months ended June 30, 2017 was a reversal of previously realized performance fees due to the general partner obligation to return previously distributed performance fees.
(3)
Refer below for a reconciliation of total revenues, total expenses and other income for Apollo’s total reportable segments to total consolidated revenues, total consolidated expenses and total consolidated other income (loss).


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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The following table reconciles total consolidated revenues to total revenues for Apollo’s reportable segments:
 
For the Six Months Ended June 30,
 
2018
 
2017
Total Consolidated Revenues
$
690,219

 
$
1,131,812

Equity awards granted by unconsolidated related parties, reimbursable expenses and other (1)
(39,113
)
 
(33,402
)
Adjustments related to consolidated funds and VIEs (1)
3,618

 
2,952

Total Reportable Segments Revenues
$
654,724

 
$
1,101,362

(1)
Represents advisory fees, management fees and performance fees earned from consolidated VIEs which are eliminated in consolidation. Includes non-cash revenues related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative related expense reimbursements.
The following table reconciles total consolidated expenses to total expenses for Apollo’s reportable segments:
 
For the Six Months Ended June 30,
 
2018
 
2017
Total Consolidated Expenses
$
516,269

 
$
610,514

Equity awards granted by unconsolidated related parties, reimbursable expenses and other (1)
(38,571
)
 
(33,402
)
Transaction-related compensation charges (1)
6,962

 
1,134

Reclassification of interest expenses
(28,959
)
 
(26,194
)
Amortization of transaction-related intangibles (1)
(1,909
)
 
(3,415
)
Total Reportable Segments Expenses
$
453,792

 
$
548,637

(1)
Represents the addition of expenses of consolidated funds and VIEs, transaction-related charges, non-cash expenses related to equity awards granted by unconsolidated related parties to employees of the Company and certain compensation and administrative expenses. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.
The following table reconciles total consolidated other income (loss) to total other income (loss) for Apollo’s reportable segments:
 
For the Six Months Ended June 30,
 
2018
 
2017
Total Consolidated Other Income (Loss)
$
(111,984
)
 
$
65,058

Reclassification of interest expense
(28,959
)
 
(26,194
)
Adjustments related to consolidated funds and VIEs (1)
(15,192
)
 
(9,384
)
Total Reportable Segments Other Income (Loss)
$
(156,135
)
 
$
29,480

(1)
Represents the addition of other income of consolidated funds and VIEs.

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APOLLO GLOBAL MANAGEMENT, LLC
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(dollars in thousands, except share data, except where noted)

The following table presents the reconciliation of income before income tax provision reported in the condensed consolidated statements of operations to Economic Income:
 
For the Six Months Ended June 30,
 
2018
 
2017
Income before income tax provision
$
61,966

 
$
586,356

Adjustments:
 
 
 
Transaction-related charges (1)
(5,053
)
 
2,275

Net income attributable to Non-Controlling Interests in consolidated entities and appropriated partners’ capital
(14,695
)
 
(7,919
)
Total consolidation adjustments and other
(19,748
)
 
(5,644
)
Economic Income
$
42,218

 
$
580,712

 
(1)
Transaction-related charges include equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions.
The following table presents the reconciliation of Apollo’s total reportable segment assets to total assets:
 
As of
June 30, 2018
 
As of
December 31, 2017
Total reportable segment assets
$
5,423,579

 
$
5,740,943

Adjustments (1)
1,215,434

 
1,250,127

Total assets
$
6,639,013

 
$
6,991,070

(1)
Represents the addition of assets of consolidated funds and VIEs and consolidation elimination adjustments.
16 . SUBSEQUENT EVENTS
On August 2, 2018 , the Company declared a cash distribution of $0.43 per Class A share, which will be paid on August 31, 2018 to holders of record on August 17, 2018 .
On August 2, 2018 , the Company declared a cash distribution of $0.398438 per Series A Preferred share and Series B Preferred share which will be paid on September 17, 2018 to holders of record on September 1, 2018 .
On July 11, 2018, AMH as borrower (the “Borrower”) entered into a new credit agreement (the “2018 AMH Credit Facility”) with the lenders and issuing banks party thereto and Citibank, N.A., as administrative agent for the lenders. The 2018 AMH Credit Facility replaces the Revolver Facility (see note 9 ) and provides for a $750 million revolving credit facility to the Borrower with a final maturity date of July 11, 2023. In addition, the Borrower may incur incremental facilities in respect of the 2018 AMH Credit Facility in an aggregate amount not to exceed $250 million plus additional amounts so long as the Borrower is in compliance with a maximum net leverage ratio.
As of July 11, 2018, the 2018 AMH Credit Facility was undrawn. The interest rate on the 2018 AMH Credit Facility as of the closing date was based on adjusted LIBOR and the applicable margin was 1.00% . The undrawn revolving commitment fee was 0.09% as of the closing date. Borrowings under the 2018 AMH Credit Facility may be used for working capital and general corporate purposes, including, without limitation, permitted acquisitions. The 2013 AMH Credit Facilities and all related loan documents were terminated as of July 11, 2018.
On July 30, 2018, the Company entered into an agreement to lease office space at 9 West 57th Street, New York, New York. The term of the lease extends through 2036. See note 14 for information regarding aggregate minimum future payments.

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ITEM 1A .     UNAUDITED SUPPLEMENTAL PRESENTATION OF STATEMENTS
OF FINANCIAL CONDITION
APOLLO GLOBAL MANAGEMENT, LLC
CONSOLIDATING STATEMENTS OF FINANCIAL CONDITION (Unaudited)
(dollars in thousands, except share data)
 
As of June 30, 2018
 
Apollo Global Management, LLC and Consolidated Subsidiaries
 
Consolidated Funds and VIEs
 
Eliminations
 
Consolidated
Assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
1,093,120

 
$
5

 
$
—

 
$
1,093,125

Restricted cash
3,859

 
—

 
—

 
3,859

U.S. Treasury securities, at fair value
—

 
—

 
—

 
—

Investments
3,309,723

 
694

 
(79,829
)
 
3,230,588

Assets of consolidated variable interest entities:
 
 
 
 
 
 
 
Cash and cash equivalents
—

 
58,983

 
—

 
58,983

Investments, at fair value
—

 
1,183,085

 
(314
)
 
1,182,771

Other assets
—

 
57,246

 
—

 
57,246

Incentive fees receivable
17,496

 
—

 
—

 
17,496

Due from related parties
319,380

 
—

 
(4,136
)
 
315,244

Deferred tax assets, net
364,061

 
—

 
—

 
364,061

Other assets
209,782

 
—

 
(300
)
 
209,482

Goodwill
88,852

 
—

 
—

 
88,852

Intangible assets, net
17,306

 
—

 
—

 
17,306

Total Assets
$
5,423,579

 
$
1,300,013

 
$
(84,579
)
 
$
6,639,013

Liabilities and Shareholders’ Equity
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Accounts payable and accrued expenses
$
74,466

 
$
—

 
$
—

 
$
74,466

Accrued compensation and benefits
110,311

 
—

 
—

 
110,311

Deferred revenue
109,182

 
—

 
—

 
109,182

Due to related parties
412,092

 
—

 
—

 
412,092

Profit sharing payable
659,907

 
—

 
—

 
659,907

Debt
1,357,640

 
—

 
—

 
1,357,640

Liabilities of consolidated variable interest entities:
 
 
 
 
 
 
 
Debt, at fair value
—

 
925,807

 
(45,592
)
 
880,215

Other liabilities
—

 
74,012

 
(300
)
 
73,712

Due to related parties
—

 
1,401

 
(1,401
)
 
—

Other liabilities
139,511

 
—

 
—

 
139,511

Total Liabilities
2,863,109

 
1,001,220

 
(47,293
)
 
3,817,036

 
 
 
 
 
 
 
 
Shareholders’ Equity:
 
 
 
 
 
 
 
Apollo Global Management, LLC shareholders’ equity:
 
 
 
 
 
 
 
Series A Preferred shares
264,398

 
—

 
—

 
264,398

Series B Preferred shares
289,815

 
—

 
—

 
289,815

Additional paid in capital
1,429,307

 
—

 
—

 
1,429,307

Accumulated deficit
(430,335
)
 
8,418

 
(8,418
)
 
(430,335
)
Accumulated other comprehensive loss
(2,967
)
 
(1,829
)
 
1,666

 
(3,130
)
Total Apollo Global Management, LLC shareholders’ equity
1,550,218

 
6,589

 
(6,752
)
 
1,550,055

Non-Controlling Interests in consolidated entities
7,492

 
292,204

 
(30,534
)
 
269,162

Non-Controlling Interests in Apollo Operating Group
1,002,760

 
—

 
—

 
1,002,760

Total Shareholders’ Equity
2,560,470

 
298,793

 
(37,286
)
 
2,821,977

Total Liabilities and Shareholders’ Equity
$
5,423,579

 
$
1,300,013

 
$
(84,579
)
 
$
6,639,013


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APOLLO GLOBAL MANAGEMENT, LLC
CONSOLIDATING STATEMENTS OF FINANCIAL CONDITION (Unaudited)
(dollars in thousands, except share data)
 
As of December 31, 2017
 
Apollo Global Management, LLC and Consolidated Subsidiaries
 
Consolidated Funds and VIEs
 
Eliminations
 
Consolidated
Assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
751,252

 
$
21

 
$
—

 
$
751,273

Restricted cash
3,875

 
—

 
—

 
3,875

U.S. Treasury securities, at fair value
364,649

 
—

 
—

 
364,649

Investments
3,637,042

 
854

 
(78,062
)
 
3,559,834

Assets of consolidated variable interest entities:
 
 
 
 
 
 
 
Cash and cash equivalents
—

 
92,912

 
—

 
92,912

Investments, at fair value
—

 
1,196,512

 
(322
)
 
1,196,190

Other assets
—

 
39,484

 
—

 
39,484

Incentive fees receivable
43,176

 
—

 
—

 
43,176

Due from related parties
263,572

 
—

 
(984
)
 
262,588

Deferred tax assets
337,638

 
—

 
—

 
337,638

Other assets
232,045

 
5

 
(293
)
 
231,757

Goodwill
88,852

 
—

 
—

 
88,852

Intangible assets, net
18,842

 
—

 
—

 
18,842

Total Assets
$
5,740,943

 
$
1,329,788

 
$
(79,661
)
 
$
6,991,070

Liabilities and Shareholders’ Equity
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Accounts payable and accrued expenses
$
68,873

 
$
—

 
$
—

 
$
68,873

Accrued compensation and benefits
62,474

 
—

 
—

 
62,474

Deferred revenue
128,146

 
—

 
—

 
128,146

Due to related parties
428,013

 
—

 
—

 
428,013

Profit sharing payable
752,276

 
—

 
—

 
752,276

Debt
1,362,402

 
—

 
—

 
1,362,402

Liabilities of consolidated variable interest entities:
 
 
 
 
 
 
 
Debt, at fair value
—

 
1,049,235

 
(47,172
)
 
1,002,063

Other liabilities
—

 
115,951

 
(293
)
 
115,658

Due to related parties
—

 
2,719

 
(2,719
)
 
—

Other liabilities
173,369

 
—

 
—

 
173,369

Total Liabilities
2,975,553

 
1,167,905

 
(50,184
)
 
4,093,274

 
 
 
 
 
 
 
 
Shareholders’ Equity:
 
 
 
 
 
 
 
Apollo Global Management, LLC shareholders’ equity:
 
 
 
 
 
 
 
Series A Preferred shares
264,398

 
—

 
—

 
264,398

Additional paid in capital
1,579,797

 
—

 
—

 
1,579,797

Accumulated deficit
(379,461
)
 
9,037

 
(9,036
)
 
(379,460
)
Accumulated other comprehensive loss
(1,878
)
 
(381
)
 
450

 
(1,809
)
Total Apollo Global Management, LLC shareholders’ equity
1,462,856

 
8,656

 
(8,586
)
 
1,462,926

Non-Controlling Interests in consolidated entities
7,750

 
153,227

 
(20,891
)
 
140,086

Non-Controlling Interests in Apollo Operating Group
1,294,784

 
—

 
—

 
1,294,784

Total Shareholders’ Equity
2,765,390

 
161,883

 
(29,477
)
 
2,897,796

Total Liabilities and Shareholders’ Equity
$
5,740,943

 
$
1,329,788

 
$
(79,661
)
 
$
6,991,070


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ITEM  2 .
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with Apollo Global Management, LLC’s condensed consolidated financial statements and the related notes included within this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. Actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements due to a number of factors, including those included in the section entitled “Risk Factors” in our Form 10-K for the year ended December 31, 2017 filed with the SEC on February 12, 2018 (the “2017 Annual Report”). The highlights listed below have had significant effects on many items within our condensed consolidated financial statements and affect the comparison of the current period’s activity with those of prior periods.
General
Our Businesses
Founded in 1990, Apollo is a leading global alternative investment manager. We are a contrarian, value-oriented investment manager in credit, private equity and real assets with significant distressed expertise and a flexible mandate in the majority of our funds which enables our funds to invest opportunistically across a company’s capital structure. We raise, invest and manage funds on behalf of some of the world’s most prominent pension, endowment and sovereign wealth funds as well as other institutional and individual investors. Apollo is led by our Managing Partners, Leon Black, Joshua Harris and Marc Rowan, who have worked together for more than 32 years and lead a team of 1,052 employees, including 382 investment professionals, as of June 30, 2018 .
Apollo conducts its business primarily in the United States and substantially all of its revenues are generated domestically. These businesses are conducted through the following three reportable segments:
(i)
Credit —primarily invests in non-control corporate and structured debt instruments including performing, stressed and distressed instruments across the capital structure;
(ii)
Private equity —primarily invests in control equity and related debt instruments, convertible securities and distressed debt instruments; and
(iii)
Real assets —primarily invests in real estate equity for the acquisition and recapitalization of real estate assets, portfolios, platforms and operating companies, and real estate debt including first mortgage and mezzanine loans, preferred equity and commercial mortgage backed securities.
These business segments are differentiated based on the varying investment strategies. The performance is measured by management on an unconsolidated basis because management makes operating decisions and assesses the performance of each of Apollo’s business segments based on financial and operating metrics and data that exclude the effects of consolidation of any of the managed funds.
Our financial results vary since performance fees, which generally constitutes a large portion of the income we receive from the funds that we manage, as well as the transaction and advisory fees that we receive, can vary significantly from quarter to quarter and year to year. As a result, we emphasize long-term financial growth and profitability to manage our business.
In addition, the growth in our Fee-Generating AUM during the last year has primarily been in our credit segment. The average management fee rate for these new credit products is at market rates for such products and in certain cases is below our historical rates. Also, due to the complexity of these new product offerings, the Company has incurred and will continue to incur additional costs associated with managing these products. To date, these additional costs have been offset by realized economies of scale and ongoing cost management.
As of June 30, 2018 , we had total AUM of $269.5 billion across all of our businesses. More than 90% of our total AUM was in funds with a contractual life at inception of seven years or more, and 46% of such AUM was in permanent capital vehicles. For our credit segment, total gross and net returns, excluding Athene and Athora assets that are managed or advised by Apollo but not directly invested in Apollo funds and investment vehicles or sub-advised by Apollo, were 1.3% and 1.0% , respectively, for the three months ended June 30, 2018 and 2.6% and 2.1% , respectively, for the six months ended June 30, 2018 .
As of December 31, 2017, Fund IX held its final closing, raising a total of $23.5 billion in third-party capital and approximately $1.2 billion of additional capital from Apollo and affiliated investors for total commitments of $24.7 billion . On December 31, 2013, Fund VIII held a final closing raising a total of $17.5 billion in third-party capital and approximately $880

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million of additional capital from Apollo and affiliated investors, and as of June 30, 2018 , Fund VIII had $4.2 billion of uncalled commitments remaining. Additionally, Fund VII held a final closing in December 2008, raising a total of $14.7 billion , and as of June 30, 2018 , Fund VII had $2.1 billion of uncalled commitments remaining. We have consistently produced attractive long-term investment returns in our traditional private equity funds, generating a 39% gross IRR and a 25% net IRR on a compound annual basis from inception through June 30, 2018 . Apollo’s private equity fund appreciation (depreciation) was 1.7% and (1.1)% for the three and six months ended June 30, 2018 , respectively.
For our real assets segment, total combined gross and net returns for AGRE U.S. Real Estate Fund, L.P. (“U.S. RE Fund I”) and Apollo U.S. RE Fund II, L.P. (“U.S. RE Fund II”) including co-investment capital were 3.7% and 3.2% , respectively, for the three months ended June 30, 2018 and 5.7% and 4.9% , respectively, for the six months ended June 30, 2018 .
For further detail related to fund performance metrics across all of our businesses, see “—The Historical Investment Performance of Our Funds.”
Holding Company Structure
The diagram below depicts our current organizational structure:
A2Q18STRUCTURECHART.JPG
Note: The organizational structure chart above depicts a simplified version of the Apollo structure. It does not include all legal entities in the structure. Ownership percentages are as of August 3, 2018 .
(1)
The Strategic Investor holds 8.7% of the Class A shares outstanding and 4.3% of the economic interests in the Apollo Operating Group. The Class A shares held by investors other than the Strategic Investor represent 47.6% of the total voting power of our shares entitled to vote and 45.6% of the economic interests in the Apollo Operating Group. Class A shares held by the Strategic Investor do not have voting rights. However, such Class A shares will become entitled to vote upon transfers by the Strategic Investor in accordance with the agreements entered into in connection with the investments made by the Strategic Investor.
(2)
Our Managing Partners own BRH Holdings GP, Ltd., which in turn holds our only outstanding Class B share. The Class B share represents 52.4% of the total voting power of our shares entitled to vote but no economic interest in Apollo Global Management, LLC. Our Managing Partners’ economic interests are instead represented by their indirect beneficial ownership, through Holdings, of 45.4% of the limited partner interests in the Apollo Operating Group.
(3)
Through BRH Holdings, L.P., our Managing Partners indirectly beneficially own through estate planning vehicles, limited partner interests in Holdings.

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(4)
Holdings owns 50.1% of the limited partner interests in each Apollo Operating Group entity. The AOG Units held by Holdings are exchangeable for Class A shares. Our Managing Partners, through their interests in BRH and Holdings, beneficially own 45.4% of the AOG Units. Our Contributing Partners, through their ownership interests in Holdings, beneficially own 4.7% of the AOG Units.
(5)
BRH Holdings GP, Ltd. is the sole member of AGM Management, LLC, our manager. The management of Apollo Global Management, LLC is vested in our manager as provided in our operating agreement.
(6)
Represents 49.9% of the limited partner interests in each Apollo Operating Group entity, held through the intermediate holding companies. Apollo Global Management, LLC, also indirectly owns 100% of the general partner interests in each Apollo Operating Group entity.
Each of the Apollo Operating Group partnerships holds interests in different businesses or entities organized in different jurisdictions.
Our structure is designed to accomplish a number of objectives, the most important of which are as follows:
•
We are a holding company that is qualified as a partnership for U.S. federal income tax purposes. Our intermediate holding companies enable us to maintain our partnership status and to meet the qualifying income exception.
•
We have historically used multiple management companies to segregate operations for business, financial and other reasons. Going forward, we may increase or decrease the number of our management companies or partnerships within the Apollo Operating Group based on our views regarding the appropriate balance between (a) administrative convenience and (b) continued business, financial, tax and other optimization.
Business Environment
As a global investment manager, we are affected by numerous factors, including the condition of financial markets and the economy. Price fluctuations within equity, credit, commodity, foreign exchange markets, as well as interest rates, which may be volatile and mixed across geographies, can significantly impact the valuation of our funds' portfolio companies and related income we may recognize.
In the U.S., the S&P 500 Index increased by 2.9% in the second quarter of 2018, following a decrease of 1.2% in the first quarter of 2018. Outside the U.S., global equity markets declined during the second quarter of 2018. The MSCI All Country World ex USA Index decreased 0.6% in the second quarter of 2018 following a decrease of 1.7% in the first quarter of 2018.
Conditions in the credit markets also have a significant impact on our business. Credit markets were positive in the second quarter of 2018, with the BofAML HY Master II Index increasing 1.0% while the S&P/LSTA Leveraged Loan Index increased 0.7%. Benchmark interest rates finished the quarter higher from where they were at the end of the first quarter of 2018, as the Federal Reserve raised the target rate 0.25% in the quarter, the seventh rate hike since December 2015, and indicated that two more increases are likely in the second half of 2018. The U.S. 10-year Treasury yield rose slightly to finish the quarter at 2.9%.
Foreign exchange rates can materially impact the valuations of our investments that are denominated in currencies other than the U.S. dollar. Relative to the U.S. dollar, the Euro depreciated 5.2% in the second quarter of 2018, after appreciating 2.7% in the first quarter of 2018, while the British pound depreciated by 5.8% in the second quarter of 2018, after appreciating by 3.7% in the first quarter of 2018. Commodities generally appreciated in the second quarter of 2018, with crude oil, wheat, natural gas, and sugar increasing, while gold and copper depreciated. The price of crude oil increased 14.2% during the second quarter, continuing to rise for the fourth consecutive quarter.
In terms of economic conditions in the U.S., the Bureau of Economic Analysis reported real GDP increased at an annual rate of 4.1% in the second quarter of 2018, higher than the 2.2% growth experienced in the first quarter of 2018. As of July 2018, The International Monetary Fund estimated that the U.S. economy will expand by 2.9% in 2018 and 2.7% in 2019. Additionally, the U.S. unemployment rate stood at 4.0% as of June 30, 2018, up slightly from 3.8% in May, which was the lowest level recorded since 2000.
Regardless of the market or economic environment at any given time, Apollo relies on its contrarian, value-oriented approach to consistently invest capital on behalf of its fund investors by focusing on opportunities that management believes are often overlooked by other investors. As such, Apollo’s global integrated investment platform deployed $5.1 billion and $16.9 billion of capital through the funds it manages during the three and twelve months ended June 30, 2018 , respectively. We believe Apollo’s expertise in credit and its focus on nine core industry sectors, combined with more than 28 years of investment experience, has allowed Apollo to respond quickly to changing environments. Apollo’s core industry sectors include chemicals, manufacturing and industrial, natural resources, consumer and retail, consumer services, business services, financial services, leisure, and media/

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telecom/technology. Apollo believes that these attributes have contributed to the success of its private equity funds investing in buyouts and credit opportunities during both expansionary and recessionary economic periods.
In general, institutional investors continue to allocate capital towards alternative investment managers for more attractive risk-adjusted returns in a low interest rate environment, and we believe the business environment remains generally accommodative to raise larger successor funds, launch new products, and pursue attractive strategic growth opportunities, such as continuing to grow the assets of our permanent capital vehicles. As such, Apollo had $27.5 billion and $47.9 billion of capital inflows during the three and twelve months ended June 30, 2018 , respectively. While Apollo continues to attract capital inflows, it also continues to generate realizations for fund investors. Apollo returned $2.9 billion and $13.3 billion of capital and realized gains to the investors in the funds it manages during the three and twelve months ended June 30, 2018 , respectively.
Managing Business Performance
We believe that the presentation of Economic Income, or “EI”, supplements a reader’s understanding of the economic operating performance of each of our segments.
Economic Income (Loss)
EI has certain limitations in that it does not take into account certain items included under U.S. GAAP. EI represents segment income before income tax provision excluding transaction-related charges arising from the 2007 private placement, and any acquisitions. Transaction-related charges includes equity-based compensation charges, the amortization of intangible assets, contingent consideration and certain other charges associated with acquisitions. In addition, EI excludes non-cash revenue and expense related to equity awards granted by unconsolidated related parties to employees of the Company, compensation and administrative related expense reimbursements, as well as the assets, liabilities and operating results of the funds and variable interest entities (“VIEs”) that are included in the condensed consolidated financial statements. We believe the exclusion of the non-cash charges related to the 2007 Reorganization for equity-based compensation provides investors with a meaningful indication of our performance because these charges relate to the equity portion of our capital structure and not our core operating performance. EI also excludes impacts of the remeasurement of the tax receivable agreement which arises from changes in the associated deferred tax balance, including the impacts related to the Tax Cuts and Jobs Act (the “TCJA”).
Economic Net Income (“ENI”) represents EI adjusted to reflect income tax provision on EI that has been calculated assuming that all income is allocated to Apollo Global Management, LLC, which would occur following an exchange of all AOG Units for Class A shares of Apollo Global Management, LLC. ENI excludes the impacts of the remeasurement of deferred tax assets and liabilities which arises from changes in estimated future tax rates, including impacts related to the TCJA. The economic assumptions and methodologies that impact the implied income tax provision are similar to those methodologies and certain assumptions used in calculating the income tax provision for Apollo’s condensed consolidated statements of operations under U.S. GAAP. ENI is net of preferred distributions, if any, to Series A and Series B Preferred shareholders.
We believe that EI is helpful for an understanding of our business and that investors should review the same supplemental financial measure that management uses to analyze our segment performance. This measure supplements and should be considered in addition to and not in lieu of the results of operations discussed below in “—Overview of Results of Operations” that have been prepared in accordance with U.S. GAAP. See note 15 to the condensed consolidated financial statements for more details regarding management’s consideration of EI.
EI may not be comparable to similarly titled measures used by other companies and is not a measure of performance calculated in accordance with U.S. GAAP. We use EI as a measure of operating performance, not as a measure of liquidity. EI should not be considered in isolation or as a substitute for net income or other income data prepared in accordance with U.S. GAAP. The use of EI without consideration of related U.S. GAAP measures is not adequate due to the adjustments described above. Management compensates for these limitations by using EI as a supplemental measure to U.S. GAAP results, to provide a more complete understanding of our performance as management measures it. A reconciliation of EI to its most directly comparable U.S. GAAP measure of income before income tax provision can be found in the notes to our condensed consolidated financial statements.
Management believes that excluding the remeasurement of the tax receivable agreement and deferred taxes from EI and ENI, respectively, is meaningful as it increases comparability between periods. Remeasurement of the tax receivable agreement and deferred taxes are estimates, and may change due to changes in interpretations and assumptions based on additional guidance that may be issued pertaining to the TCJA.

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Fee Related Earnings
Fee Related Earnings (“FRE”) is derived from our segment reported results and refers to a component of EI that is used as a supplemental performance measure to assess whether revenues that we believe are generally more stable and predictable in nature, primarily consisting of management fees, are sufficient to cover associated operating expenses and generate profits. FRE is the sum across all segments of (i) management fees, (ii) advisory and transaction fees, (iii) performance fees earned from a publicly traded business development company we manage and (iv) other income, net, less (y) salary, bonus and benefits, excluding equity-based compensation and (z) other associated operating expenses.
Distributable Earnings
Distributable Earnings (“DE”), as well as DE After Taxes and Related Payables are derived from our segment reported results, and are supplemental non-U.S. GAAP measures to assess performance and the amount of earnings available for distribution to Class A shareholders, holders of RSUs that participate in distributions and holders of AOG Units. DE represents the amount of net realized earnings without the effects of the consolidation of any of the related funds. DE, which is a component of EI, is the sum across all segments of (i) total management fees and advisory and transaction fees, (ii) other income (loss), (iii) realized performance fees, excluding realizations received in the form of shares and (iv) realized investment income, less (x) compensation expense, excluding the expense related to equity-based awards, (y) realized profit sharing expense, and (z) non-compensation expenses, excluding depreciation and amortization expense. DE After Taxes and Related Payables represents DE less estimated current corporate, local and non-U.S. taxes as well as the payable under Apollo’s tax receivable agreement. DE After Taxes and Related Payables is net of preferred distributions, if any, to Series A and Series B Preferred shareholders. A reconciliation of DE and EI to their most directly comparable U.S. GAAP measure of income before income tax provision can be found in “—Summary of Non-U.S. GAAP Measures”.
Fee Related EBITDA
Fee related EBITDA is a non-U.S. GAAP measure derived from our segment reported results and is used to assess the performance of our operations as well as our ability to service current and future borrowings. Fee related EBITDA represents FRE plus amounts for depreciation and amortization. “Fee related EBITDA +100% of net realized performance fees” represents fee-related EBITDA plus realized performance fees less realized profit sharing.
We use FRE, DE and Fee related EBITDA as measures of operating performance, not as measures of liquidity. These measures should not be considered in isolation or as a substitute for net income or other income data prepared in accordance with U.S. GAAP. The use of these measures without consideration of their related U.S. GAAP measures is not adequate due to the adjustments described above.
Operating Metrics
We monitor certain operating metrics that are common to the alternative investment management industry. These operating metrics include Assets Under Management, capital deployed and uncalled commitments.
Assets Under Management
The tables below present Fee-Generating and Non-Fee-Generating AUM by segment:
 
As of June 30, 2018
 
Credit
 
Private Equity
 
Real Assets
 
Total
 
(in millions)
Fee-Generating
$
147,511

 
$
44,449

 
$
10,275

 
$
202,235

Non-Fee-Generating
35,915

 
27,282

 
4,020

 
67,217

Total Assets Under Management
$
183,426

 
$
71,731

 
$
14,295

 
$
269,452


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As of June 30, 2017
 
Credit
 
Private Equity
 
Real Assets
 
Total
 
(in millions)
Fee-Generating
$
121,271

 
$
30,011

 
$
9,672

 
$
160,954

Non-Fee-Generating
29,762

 
37,787

 
3,337

 
70,886

Total Assets Under Management
$
151,033

 
$
67,798

 
$
13,009

 
$
231,840

 
As of December 31, 2017
 
Credit
 
Private Equity
 
Real Assets
 
Total
 
(in millions)
Fee-Generating
$
130,150

 
$
29,792

 
$
9,023

 
$
168,965

Non-Fee-Generating
33,963

 
42,640

 
3,360

 
79,963

Total Assets Under Management
$
164,113

 
$
72,432

 
$
12,383

 
$
248,928

The table below presents AUM with Future Management Fee Potential, which is a component of Non-Fee-Generating AUM, for each of Apollo’s three segments.
 
As of
June 30, 2018
 
As of
June 30, 2017
 
As of
December 31, 2017
 
(in millions)    
Credit
$
10,121

 
$
9,184

 
$
10,057

Private Equity
7,776

 
25,541

 
$
25,912

Real Assets
846

 
877

 
464

Total AUM with Future Management Fee Potential
$
18,743

 
$
35,602

 
$
36,433

The following tables present the components of Performance Fee-Eligible AUM for each of Apollo’s three segments:
 
As of June 30, 2018
 
Credit (1)
 
Private Equity
 
Real Assets
 
Total
 
(in millions)
Performance Fee-Generating AUM
$
30,043

 
$
25,371

 
$
568

 
$
55,982

AUM Not Currently Generating Performance Fees
15,179

 
1,641

 
431

 
17,251

Uninvested Performance Fee-Eligible AUM
12,207

 
33,538

 
1,345

 
47,090

Total Performance Fee-Eligible AUM
$
57,429

 
$
60,550

 
$
2,344

 
$
120,323

 
As of June 30, 2017
 
Credit
 
Private Equity
 
Real Assets
 
Total
 
(in millions)
Performance Fee-Generating AUM
$
27,839

 
$
23,141

 
$
797

 
$
51,777

AUM Not Currently Generating Performance Fees
13,751

 
456

 
414

 
14,621

Uninvested Performance Fee-Eligible AUM
9,988

 
34,731

 
1,277

 
45,996

Total Performance Fee-Eligible AUM
$
51,578

 
$
58,328

 
$
2,488

 
$
112,394


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As of December 31, 2017
 
Credit
 
Private Equity
 
Real Assets
 
Total
 
(in millions)
Performance Fee-Generating AUM
$
25,814

 
$
26,775

 
$
694

 
$
53,283

AUM Not Currently Generating Performance Fees
17,901

 
494

 
437

 
18,832

Uninvested Performance Fee-Eligible AUM
11,607

 
33,412

 
923

 
45,942

Total Performance Fee-Eligible AUM
$
55,322

 
$
60,681

 
$
2,054

 
$
118,057

(1)
As of June 30, 2018 , $2.5 billion of the performance-fee generating AUM is currently above its hurdle rate or preferred return, but in accordance with the adoption of the revenue recognition standard effective January 1, 2018, recognition of performance fees associated with such performance-fee generating AUM has been deferred to future periods when the fees are probable to not be significantly reversed.
The following table presents AUM Not Currently Generating Performance Fees for funds that have commenced investing capital for more than 24 months as of June 30, 2018 and the corresponding appreciation required to reach the preferred return or high watermark in order to generate performance fees:
Category / Fund
 
Invested AUM Not Currently Generating Performance Fees
 
Investment Period Active > 24 Months
 
Appreciation Required to Achieve Performance Fees (1)
 
 
(in millions)
 
 
Credit:
 
 
 
 
 
 
Drawdown
 
$
3,236

 
$
2,627

 
49%
Liquid/Performing
 
11,538

 
8,709

 
< 250bps
198

 
250-500bps
372

 
> 500bps
Athora Non-Sub-Advised
 
405

 
—

 
< 250bps
Total Credit
 
15,179

 
11,906

 
12%
Private Equity:
 
 
 
 
 
 
ANRP I
 
559

 
559

 
6%
Other PE
 
1,082

 
826

 
14%
Total Private Equity
 
1,641

 
1,385

 
11%
Real Assets:
 
 
 
 
 
 
Total Real Assets
 
431

 
258

 
> 250bps
Total
 
$
17,251

 
$
13,549

 
 
(1)
All investors in a given fund are considered in aggregate when calculating the appreciation required to achieve performance fees presented above. Appreciation required to achieve performance fees may vary by individual investor.
The components of Fee-Generating AUM by segment are presented below:
 
As of June 30, 2018
 
Credit
 
Private
Equity
 
Real
Assets
 
Total
 
(in millions)
Fee-Generating AUM based on capital commitments
$
8,070

 
$
27,805

 
$
784

 
$
36,659

Fee-Generating AUM based on invested capital
5,135

 
15,833

 
4,761

 
25,729

Fee-Generating AUM based on gross/adjusted assets
115,368

 
806

 
4,664

 
120,838

Fee-Generating AUM based on NAV
18,938

 
5

 
66

 
19,009

Total Fee-Generating AUM
$
147,511

 
$
44,449

(1)  
$
10,275

 
$
202,235

(1)
The weighted average remaining life of the private equity funds excluding permanent capital vehicles at June 30, 2018 was 84 months.

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As of June 30, 2017
 
Credit
 
Private
Equity
 
Real
Assets
 
Total
 
(in millions)
Fee-Generating AUM based on capital commitments
$
6,805

 
$
21,803

 
$
784

 
$
29,392

Fee-Generating AUM based on invested capital
6,925

 
7,372

 
4,958

 
19,255

Fee-Generating AUM based on gross/adjusted assets
92,125

 
836

 
3,838

 
96,799

Fee-Generating AUM based on NAV
15,416

 
—

 
92

 
15,508

Total Fee-Generating AUM
$
121,271

 
$
30,011

(1)  
$
9,672

 
$
160,954

(1)
The weighted average remaining life of the private equity funds excluding permanent capital vehicles at June 30, 2017 was 62 months.
 
As of December 31, 2017
 
Credit
 
Private
Equity
 
Real Assets
 
Total
 
(in millions)
 
 
 
 
 
 
Fee-Generating AUM based on capital commitments
$
8,771

 
$
21,803

 
$
784

 
$
31,358

Fee-Generating AUM based on invested capital
6,186

 
7,197

 
4,535

 
17,918

Fee-Generating AUM based on gross/adjusted assets
97,514

 
792

 
3,658

 
101,964

Fee-Generating AUM based on NAV
17,679

 
—

 
46

 
17,725

Total Fee-Generating AUM
$
130,150

 
$
29,792

(1)  
$
9,023

 
$
168,965

(1)
The weighted average remaining life of the private equity funds excluding permanent capital vehicles at December 31, 2017 was 57 months.
The following table presents total AUM and Fee-Generating AUM amounts for our credit segment by category type:
 
Total AUM
 
Fee-Generating AUM
 
As of
June 30,
 
As of December 31,
 
As of
June 30,
 
As of December 31,
 
2018
 
2017
 
2017
 
2018
 
2017
 
2017
 
(in millions)
Liquid/Performing
$
47,701

 
$
39,613

 
$
43,306

 
$
36,425

 
$
35,030

 
$
36,863

Drawdown
26,838

 
25,646

 
28,468

 
15,162

 
15,291

 
16,778

MidCap, AINV, AFT, AIF
13,916

 
12,657

 
13,428

 
13,368

 
11,873

 
12,623

Athene Non-Sub-Advised (1)
78,523

 
54,921

 
59,670

 
78,523

 
54,921

 
59,670

Athora Non-Sub-Advised (1)
6,340

 
6,641

 
6,719

 
4,033

 
4,156

 
4,216

Advisory
10,108

 
11,555

 
12,522

 
—

 
—

 
—

Total
$
183,426

 
$
151,033

 
$
164,113

 
$
147,511

 
$
121,271

 
$
130,150

(1)
The Company refers to the portion of the AUM related to Athora that is not sub-advised by Apollo or invested in funds and or investment vehicles managed by Apollo as “Athora Non-Sub-Advised” AUM. Athene Non-Sub-Advised AUM and Athora Non-Sub-Advised AUM reflects total combined AUM of $105.5 billion less $20.6 billion of assets that were either sub-advised by Apollo or invested in funds and investment vehicles managed by Apollo included within other asset categories.
Investment Management and Sub-Advisory Agreements - AAM
Apollo, through its consolidated subsidiary, AAM, provides asset management services to Athene with respect to assets in the Athene North American Accounts, including asset allocation services, direct asset management services, asset and liability matching management, mergers and acquisitions, asset diligence, hedging and other asset management services and receives management fees for providing these services. In addition, the Company, through AAM, provides sub-advisory services with respect to a portion of the assets in the Athene North American Accounts. See note 13 to the condensed consolidated financial statements for more details regarding the fee rates of the investment management, sub-advisory and other fee arrangements with respect to the assets in the Athene North American Accounts.

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Investment Advisory and Sub-Advisory Agreements - AAME
Apollo, through AAME, provides investment advisory services with respect to certain assets in the Athora European Accounts and sub-advises certain assets in the Athora European Accounts. See note 13 to the condensed consolidated financial statements for more details regarding the fee rates of the investment advisory, sub-advisory and other fee arrangements with respect to the assets in the Athora European Accounts.
The following table presents the Athene and Athora assets that were either sub-advised by Apollo or invested in funds and investment vehicles managed by Apollo:
 
Total AUM
 
As of
June 30,
 
As of
December 31,
 
2018
 
2017
 
2017
 
(in millions)
Credit
 
 
 
 
 
Liquid/Performing
$
12,249

 
$
10,280

 
$
10,986

Drawdown
1,247

 
1,056

 
1,327

Total Credit
13,496

 
11,336

 
12,313

Private Equity
984

 
1,202

 
1,121

Real Assets
 
 
 
 
 
Real Estate Debt
5,005

 
4,536

 
4,509

Real Estate Equity
1,116

 
428

 
488

Total Real Assets
6,121

 
4,964

 
4,997

Total
$
20,601

 
$
17,502

 
$
18,431

Athene and Athora Non-Sub-Advised AUM
The Company refers to the portion of the AUM in the Athene North American Accounts that is not Athene Sub-Advised AUM as “Athene Non-Sub-Advised” AUM. The Company refers to the portion of the Athora AUM that is not Athora Sub-Advised AUM as “Athora Non-Sub-Advised” AUM.
The following table presents the AUM for Athene and Athora:
 
As of June 30, 2018
 
Sub-Advised AUM (1)
 
Non-Sub-Advised AUM
 
Total AUM
 
(in millions)
Athene
$
18,783

 
$
78,523

 
$
97,306

Athora
1,818

 
6,340

 
8,158

Total
$
20,601

 
$
84,863

 
$
105,464

(1)
Of the total $20.6 billion Athene Sub-Advised AUM and Athora Sub-Advised AUM as of June 30, 2018 , $3.2 billion was Athene Assets Directly Invested.

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The following table presents total AUM and Fee-Generating AUM amounts for our private equity segment:
 
Total AUM
 
Fee-Generating AUM
 
As of
June 30,
 
As of December 31,
 
As of
June 30,
 
As of December 31,
 
2018
 
2017
 
2017
 
2018
 
2017
 
2017
 
(in millions)
Traditional Private Equity Funds
$
55,120

 
$
55,163

 
$
57,250

 
$
38,308

 
$
23,842

 
$
23,580

Natural Resources
4,177

 
4,737

 
4,709

 
3,987

 
4,042

 
4,058

Other (1)
12,434

 
7,898

 
10,473

 
2,154

 
2,127

 
2,154

Total
$
71,731

 
$
67,798

 
$
72,432

 
$
44,449

 
$
30,011

 
$
29,792

(1)
Includes co-investments contributed to Athene by AAA through its investment in AAA Investments as discussed in note 13 of the condensed consolidated financial statements.
The following table presents total AUM and Fee-Generating AUM amounts for our real assets segment:
 
Total AUM
 
Fee-Generating AUM
 
As of
June 30,
 
As of December 31,
 
As of
June 30,
 
As of December 31,
 
2018
 
2017
 
2017
 
2018
 
2017
 
2017
 
(in millions)
Debt
$
11,012

 
$
9,677

 
$
9,965

 
$
8,199

 
$
7,837

 
$
7,451

Equity
3,283

 
3,332

 
2,418

 
2,076

 
1,835

 
1,572

Total
$
14,295

 
$
13,009

 
$
12,383

 
$
10,275

 
$
9,672

 
$
9,023

The following tables summarize changes in total AUM for each of Apollo’s three segments:
 
For the Three Months Ended June 30,
 
2018
 
2017
 
Credit
 
Private Equity
 
Real Assets
 
Total
 
Credit
 
Private Equity
 
Real Assets
 
Total
 
 
Change in Total AUM (1) :
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of Period
$
165,265

 
$
68,949

 
$
13,202

 
$
247,416

 
$
140,932

 
$
44,573

 
$
11,961

 
$
197,466

Inflows
23,279

 
2,903

 
1,302

 
27,484

 
10,289

 
23,771

 
1,650

 
35,710

Outflows (2)
(2,313
)
 
—

 
—

 
(2,313
)
 
(2,089
)
 
(3
)
 
(302
)
 
(2,394
)
Net Flows
20,966

 
2,903

 
1,302

 
25,171

 
8,200

 
23,768

 
1,348

 
33,316

Realizations
(1,714
)
 
(883
)
 
(297
)
 
(2,894
)
 
(779
)
 
(1,361
)
 
(516
)
 
(2,656
)
Market Activity (3)(4)
(1,091
)
 
762

 
88

 
(241
)
 
2,680

 
818

 
216

 
3,714

End of Period
$
183,426

 
$
71,731

 
$
14,295

 
$
269,452

 
$
151,033

 
$
67,798

 
$
13,009

 
$
231,840

(1)
At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases, acquisitions, and portfolio company appreciation. Outflows represent redemptions, other decreases in available capital and portfolio company depreciation. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income.
(2)
Outflows for Total AUM include redemptions of $148.6 million and $121.9 million during the three months ended June 30, 2018 and 2017 , respectively.
(3)
Includes foreign exchange impacts of $(1.7) billion , $(77.8) million and $(30.7) million for credit, private equity and real assets, respectively, during the three months ended June 30, 2018 .
(4)
Includes foreign exchange impacts of $1.6 billion , $83.4 million and $62.0 million for credit, private equity and real assets, respectively, during the three months ended June 30, 2017 .

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For the Six Months Ended June 30,
 
2018
 
2017
 
Credit
 
Private Equity
 
Real Assets
 
Total
 
Credit
 
Private Equity
 
Real Assets
 
Total
 
(in millions)
Change in Total AUM (1) :
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of Period
$
164,113

 
$
72,432

 
$
12,383

 
$
248,928

 
$
136,607

 
$
43,628

 
$
11,453

 
$
191,688

Inflows
26,574

 
3,364

 
2,419

 
32,357

 
14,674

 
24,069

 
2,280

 
41,023

Outflows (2)
(3,882
)
 
(180
)
 
—

 
(4,062
)
 
(2,787
)
 
(74
)
 
(302
)
 
(3,163
)
Net Flows
22,692

 
3,184

 
2,419

 
28,295

 
11,887

 
23,995

 
1,978

 
37,860

Realizations
(3,858
)
 
(2,396
)
 
(709
)
 
(6,963
)
 
(1,144
)
 
(2,411
)
 
(779
)
 
(4,334
)
Market Activity (3)
479

 
(1,489
)
 
202

 
(808
)
 
3,683

 
2,586

 
357

 
6,626

End of Period
$
183,426

 
$
71,731

 
$
14,295

 
$
269,452

 
$
151,033

 
$
67,798

 
$
13,009

 
$
231,840

(1)
At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases, acquisitions and portfolio company appreciation. Outflows represent redemptions, other decreases in available capital and portfolio company depreciation. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income.
(2)
Outflows for Total AUM include redemptions of $332.8 million and $419.7 million during the six months ended June 30, 2018 and 2017 , respectively.
(3)
Includes foreign exchange impacts of $(799.5) million , $(33.4) million and $(6.8) million for credit, private equity and real assets, respectively, during the six months ended June 30, 2018 , and foreign exchange impacts of $1.8 billion , $121.6 million and $90.0 million for credit, private equity and real assets, respectively, during the six months ended June 30, 2017 .
Total AUM was $269.5 billion at June 30, 2018 , an increase of $22.0 billion , or 8.9% , compared to $247.4 billion at March 31, 2018 . The net increase was primarily due to:
Net flows of $25.2 billion primarily related to:
•
a $21.0 billion increase related to funds we manage in the credit segment primarily consisting of an increase in AUM relating to Athene of $19.6 billion and subscriptions of $2.2 billion primarily relating to strategic investment accounts, offset by net segment transfers of $1.9 billion;
•
a $2.9 billion increase related to funds we manage in the private equity segment consisting of subscriptions attributable to Apollo Hybrid Value Fund, L.P. (“Hybrid Value Fund”) and co-investments for Fund VIII transactions of $2.2 billion and $0.3 billion, respectively, and an increase in leverage of $0.3 billion; and
•
a $1.3 billion increase related to funds we manage in the real assets segment primarily consisting of net segment transfers of $0.9 billion and an increase in leverage of $0.3 billion.
Offsetting these increases were:
Realizations of $2.9 billion primarily related to:
•
$1.7 billion related to funds we manage in the credit segment primarily consisting of distributions from Apollo Credit Opportunity Fund III, L.P. (“COF III”) and Apollo European Principal Finance Fund II, L.P. (“EPF II”) of $0.6 billion and $0.5 billion, respectively, and $0.2 billion from our liquid/performing funds;
•
$0.9 billion related to funds we manage in the private equity segment primarily consisting of distributions from Fund VIII and our Natural Resources funds of $0.3 billion and $0.3 billion, respectively; and
•
$0.3 billion related to funds we manage in the real assets segment primarily consisting of distributions of $0.2 billion from our real estate equity funds.
Market activity of $0.2 billion primarily related to $1.1 billion of depreciation in the funds we manage in the credit segment, offset by $0.8 billion of appreciation in the funds we manage in the private equity segment.
Total AUM was $269.5 billion at June 30, 2018 , an increase of $20.5 billion , or 8.2% , compared to $248.9 billion at December 31, 2017 . The net increase was primarily due to:
Net flows of $28.3 billion primarily related to:
•
a $22.7 billion increase related to funds we manage in the credit segment primarily consisting of an increase in AUM relating to Athene of $21.2 billion, subscriptions primarily related to strategic investment accounts and drawdown funds

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of $2.6 billion and $0.6 billion, respectively, offset by a decrease in AUM relating to Advisory assets of $1.6 billion driven by portfolio company activity;
•
a $3.2 billion increase related to funds we manage in the private equity segment consisting of subscriptions of $3.0 billion primarily related to Hybrid Value Fund and co-investments for Fund VIII transactions of $2.2 billion and $0.4 billion, respectively, and an increase in leverage of $0.2 billion; and
•
a $2.4 billion increase related to funds we manage in the real assets segment primarily consisting of net segment transfers of $1.0 billion, subscriptions of $0.7 billion related to the real estate equity funds and ARI and an increase in net leverage of $0.6 billion.
Offsetting these increases were:
Realizations of $7.0 billion primarily related to:
•
$3.9 billion related to funds we manage in the credit segment primarily consisting of distributions of $1.0 billion, $0.7 billion, $1.1 billion and $0.8 billion from COF III, EPF II, liquid/performing funds and other drawdown funds, respectively;
•
$2.4 billion related to funds we manage in the private equity segment primarily consisting of distributions of $1.0 billion, $0.5 billion and $0.5 billion from Fund VIII, Fund VI and Natural Resources funds, respectively; and
•
$0.7 billion related to funds we manage in the real assets segment primarily consisting of distributions of $0.5 billion from our real estate debt funds.
Market activity of $0.8 billion primarily related to:
•
a $1.5 billion decrease related to funds we manage in the private equity segment as a result of depreciation in Fund VIII and co-investment vehicles;
•
offset by $0.5 billion of appreciation in the funds we manage in the credit segment as a result of favorable market conditions.
The following tables summarize changes in Fee-Generating AUM for each of Apollo’s three segments:
 
For the Three Months Ended June 30,
 
2018
 
2017
 
Credit
 
Private Equity
 
Real Assets
 
Total
 
Credit
 
Private Equity
 
Real Assets
 
Total
 
 
Change in Fee-Generating AUM (1) :
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of Period
$
129,484

 
$
43,758

 
$
9,225

 
$
182,467

 
$
114,914

 
$
30,774

 
$
8,466

 
$
154,154

Inflows
21,765

 
1,074

 
1,220

 
24,059

 
7,893

 
201

 
1,483

 
9,577

Outflows (2)
(2,543
)
 
—

 
—

 
(2,543
)
 
(2,198
)
 
(525
)
 
(15
)
 
(2,738
)
Net Flows
19,222

 
1,074

 
1,220

 
21,516

 
5,695

 
(324
)
 
1,468

 
6,839

Realizations
(662
)
 
(397
)
 
(207
)
 
(1,266
)
 
(411
)
 
(503
)
 
(346
)
 
(1,260
)
Market Activity (3)
(533
)
 
14

 
37

 
(482
)
 
1,073

 
64

 
84

 
1,221

End of Period
$
147,511

 
$
44,449

 
$
10,275

 
$
202,235

 
$
121,271

 
$
30,011

 
$
9,672

 
$
160,954

(1)
At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases, acquisitions and portfolio company appreciation. Outflows represent redemptions, other decreases in available capital and portfolio company depreciation. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income.
(2)
Outflows for Fee-Generating AUM include redemptions of $135.2 million and $101.7 million during the three months ended June 30, 2018 and 2017 , respectively.
(3)
Includes foreign exchange impacts of $(870.8) million , $(0.3) million and $(17.2) million for credit, private equity and real assets, respectively, during the three months ended June 30, 2018 , and foreign exchange impacts of $725.8 million and $33.8 million for credit and real assets, respectively, during the three months ended June 30, 2017 .

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For the Six Months Ended June 30,
 
2018
 
2017
 
Credit
 
Private Equity
 
Real Assets
 
Total
 
Credit
 
Private Equity
 
Real Assets
 
Total
 
(in millions)
Change in Fee-Generating AUM (1) :
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of Period
$
130,150

 
$
29,792

 
$
9,023

 
$
168,965

 
$
111,781

 
$
30,722

 
$
8,295

 
$
150,798

Inflows
24,792

 
24,592

 
1,459

 
50,843

 
11,495

 
232

 
1,830

 
13,557

Outflows (2)
(5,643
)
 
(9,560
)
 
—

 
(15,203
)
 
(3,182
)
 
(525
)
 
(15
)
 
(3,722
)
Net Flows
19,149

 
15,032

 
1,459

 
35,640

 
8,313

 
(293
)
 
1,815

 
9,835

Realizations
(1,918
)
 
(397
)
 
(301
)
 
(2,616
)
 
(647
)
 
(503
)
 
(590
)
 
(1,740
)
Market Activity (3)
130

 
22

 
94

 
246

 
1,824

 
85

 
152

 
2,061

End of Period
$
147,511

 
$
44,449

 
$
10,275

 
$
202,235

 
$
121,271

 
$
30,011

 
$
9,672

 
$
160,954

(1)
At the individual segment level, inflows include new subscriptions, commitments, capital raised, other increases in available capital, purchases, acquisitions and portfolio company appreciation. Outflows represent redemptions, other decreases in available capital and portfolio company depreciation. Realizations represent fund distributions of realized proceeds. Market activity represents gains (losses), the impact of foreign exchange rate fluctuations and other income.
(2)
Outflows for Fee-Generating AUM include redemptions of $307.3 million and $379.0 million during the six months ended June 30, 2018 and 2017 , respectively.
(3)
Includes foreign exchange impacts of $(440.1) million , $(0.3) million and $5.5 million for credit, private equity and real assets, respectively, during the six months ended June 30, 2018 , and foreign exchange impacts of $864.0 million and $39.1 million for credit and real assets, respectively, during the six months ended June 30, 2017 .
Total Fee-Generating AUM was $202.2 billion at June 30, 2018 , an increase of $19.8 billion or 10.9% , compared to $182.5 billion at March 31, 2018 . The net increase was primarily due to:
Net flows of $21.5 billion primarily related to:
•
a $19.2 billion increase related to funds we manage in the credit segment primarily consisting of an increase in AUM relating to Athene of $19.6 billion, fee-generating capital deployment of $0.9 billion and subscriptions of $0.6 billion related to our liquid/performing funds, offset by fee-generating capital reduction of $1.2 billion and net segment transfers of $1.0 billion;
•
a $1.2 billion increase related to funds we manage in the real assets segment primarily consisting of $1.0 billion of net segment transfers; and
•
a $1.1 billion increase related to funds we manage in the private equity segment primarily consisting of fee-generating capital deployment relating to Fund VIII of $1.0 billion.
Offsetting these increases were:
Realizations of $1.3 billion primarily related to:
•
$0.7 billion related to funds we manage in the credit segment primarily driven by distributions of $0.4 billion related to EPF II; and
•
$0.4 billion related to funds we manage in the private equity segment primarily driven by distributions from our traditional private equity funds.
Market activity of $0.5 billion primarily related to depreciation in the funds we manage in the credit segment.
Total Fee-Generating AUM was $202.2 billion at June 30, 2018 , an increase of $33.3 billion or 19.7% , compared to $169.0 billion at December 31, 2017 . The net increase was primarily due to:
Net flows of $35.6 billion primarily related to:
•
a $19.1 billion increase related to funds we manage in the credit segment primarily consisting of an increase in AUM relating to Athene of $21.2 billion, fee-generating capital deployment of $1.5 billion and subscriptions of $1.2 billion related to our liquid/performing funds, offset by fee-generating capital reduction of $3.2 billion;
•
a $15.0 billion increase related to funds we manage in the private equity segment primarily consisting of an increase of $23.5 billion relating to the commencement of Fund IX’s investment period, offset by a fee basis adjustment of $5.7 billion in Fund VIII related to the commencement of Fund IX’s investment period and a decrease of $2.8 billion relating to Fund VI’s management fee termination; and

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•
a $1.5 billion increase related to funds we manage in the real assets segment primarily consisting of $0.6 billion of capital raised for real estate equity funds and net segment transfers of $0.5 billion.
Offsetting these increases were:
Realizations of $2.6 billion primarily related to:
•
$1.9 billion related to funds we manage in the credit segment primarily driven by distributions from a strategic investment account and EPF II of $0.8 billion and $0.7 billion, respectively; and
•
$0.4 billion related to funds we manage in the private equity segment driven by Fund VIII and Fund VII of $0.2 billion and $0.1 billion, respectively.
Capital Deployed and Uncalled Commitments
Capital deployed is the aggregate amount of capital that has been invested during a given period by our drawdown funds, SIAs that have a defined maturity date and funds and SIAs in our real estate debt strategy. Uncalled commitments, by contrast, represents unfunded capital commitments that certain of Apollo’s funds and SIAs have received from fund investors to fund future or current fund investments and expenses.
Capital deployed and uncalled commitments are indicative of the pace and magnitude of fund capital that is deployed or will be deployed, and which therefore could result in future revenues that include management fees, transaction fees and incentive income to the extent they are fee-generating. Capital deployed and uncalled commitments can also give rise to future costs that are related to the hiring of additional resources to manage and account for the additional capital that is deployed or will be deployed. Management uses capital deployed and uncalled commitments as key operating metrics since we believe the results measure our fund’s investment activities.
Capital Deployed
The following table summarizes by segment the capital deployed for funds and SIAs with a defined maturity date and certain funds and SIAs in Apollo’s real estate debt strategy:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(in millions)
 
(in millions)
Credit
$
1,215

 
$
1,155

 
$
2,124

 
$
2,147

Private Equity
1,561

 
723

 
2,855

 
2,288

Real Assets (1)
2,324

 
746

 
3,159

 
1,612

Total capital deployed
$
5,100

 
$
2,624

 
$
8,138

 
$
6,047

(1)
Included in capital deployed is $1.7 billion and $2.5 billion for the three and six months ended June 30, 2018 , respectively, and $727 million and $1.5 billion for the three and six months ended June 30, 2017 , respectively, related to real estate debt funds managed by Apollo.
Uncalled Commitments
The following table summarizes the uncalled commitments by segment:
 
As of
June 30, 2018
 
As of
December 31, 2017
 
(in millions)
Credit
$
16,024

 
$
15,225

Private Equity
37,077

 
36,810

Real Assets
1,433

 
1,074

Total uncalled commitments (1)
$
54,534

 
$
53,109

(1)
As of June 30, 2018 and December 31, 2017 , $47.7 billion and $47.6 billion , respectively, represented the amount of capital available for investment or reinvestment subject to the provisions of the applicable limited partnership agreements or other governing agreements of the funds, partnerships and accounts we manage. These amounts exclude uncalled commitments which can only be called for fund fees and expenses.

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The Historical Investment Performance of Our Funds
Below we present information relating to the historical performance of our funds, including certain legacy Apollo funds that do not have a meaningful amount of unrealized investments, and in respect of which the general partner interest has not been contributed to us.
When considering the data presented below, you should note that the historical results of our funds are not indicative of the future results that you should expect from such funds, from any future funds we may raise or from your investment in our Class A shares.
An investment in our Class A shares is not an investment in any of the Apollo funds, and the assets and revenues of our funds are not directly available to us. The historical and potential future returns of the funds we manage are not directly linked to returns on our Class A shares. Therefore, you should not conclude that continued positive performance of the funds we manage will necessarily result in positive returns on an investment in our Class A shares. However, poor performance of the funds that we manage would cause a decline in our revenue from such funds, and would therefore have a negative effect on our performance and in all likelihood the value of our Class A shares.
Moreover, the historical returns of our funds should not be considered indicative of the future results you should expect from such funds or from any future funds we may raise. There can be no assurance that any Apollo fund will continue to achieve the same results in the future.
Finally, our private equity IRRs have historically varied greatly from fund to fund. For example, Fund IV generated a 12% gross IRR and a 9% net IRR since its inception through June 30, 2018 , while Fund V generated a 61% gross IRR and a 44% net IRR since its inception through June 30, 2018 . Accordingly, the IRR going forward for any current or future fund may vary considerably from the historical IRR generated by any particular fund, or for our private equity funds as a whole. Future returns will also be affected by the applicable risks, including risks of the industries and businesses in which a particular fund invests. See “Item 1A . Risk Factors—Risks Related to Our Businesses—The historical returns attributable to our funds should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in our Class A shares and our Preferred shares” in the 2017 Annual Report.

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Investment Record
The following table summarizes the investment record by segment of Apollo’s significant drawdown funds and SIAs that have a defined maturity date in which investors make a commitment to provide capital at the formation of such funds and deliver capital when called as investment opportunities become available. The funds included in the investment record table below have greater than $500 million of AUM and/or form part of a flagship series of funds. The SIAs included in the investment record table below have greater than $200 million of AUM and did not predominantly invest in other Apollo funds or SIAs.
All amounts are as of June 30, 2018 , unless otherwise noted:
($ in millions)
Vintage
Year (1)
 
Total AUM
 
Committed
Capital
 
Total Invested Capital (1)
 
Realized Value (1)
 
Remaining Cost (1)
 
Unrealized Value (1)
 
Total Value (1)
 
Gross
IRR (1)
 
Net
IRR (1)
 
Private Equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fund IX
2018
 
$
24,949

 
$
24,729

 
NM

(2)  
NM

(2)  
NM

(2)  
NM

(2)  
NM

(2)  
NM

(2)  
NM

(2)  
Fund VIII
2013
 
21,575

 
18,377

 
$
14,654

 
$
4,552

 
$
12,196

 
$
17,189

 
$
21,741

 
25
%
 
17
%
 
Fund VII
2008
 
5,682

 
14,677

 
16,198

 
30,445

 
3,291

 
3,387

 
33,832

 
34

 
26

 
Fund VI
2006
 
2,602

 
10,136

 
12,457

 
19,118

 
2,389

 
1,987

 
21,105

 
12

 
9

 
Fund V
2001
 
298

 
3,742

 
5,192

 
12,711

 
124

 
42

 
12,753

 
61

 
44

 
Fund I, II, III, IV & MIA (3)
Various
 
14

 
7,320

 
8,753

 
17,400

 
—

 
—

 
17,400

 
39

 
26

 
Traditional Private Equity Funds (4)
 
 
$
55,120

 
$
78,981

 
$
57,254

 
$
84,226

 
$
18,000

 
$
22,605

 
$
106,831

 
39
%
 
25
%
 
ANRP II
2016
 
3,297

 
3,454

 
1,721

 
795

 
1,375

 
1,514

 
2,309

 
39

 
21

 
ANRP I
2012
 
880

 
1,323

 
1,114

 
930

 
653

 
615

 
1,545

 
11

 
7

 
AION
2013
 
721

 
826

 
407

 
252

 
225

 
316

 
568

 
18

 
8

 
Total Private Equity (9)
 
 
$
60,018

 
$
84,584

 
$
60,496

 
$
86,203

 
$
20,253

 
$
25,050

 
$
111,253

 
 
 
 
 
Credit:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Credit Opportunity Funds
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COF III
2014
 
$
2,076

 
$
3,426

 
$
5,037

 
$
3,825

 
$
1,562

 
$
1,352

 
$
5,177

 
2
%
 
—
%
 
COF II
2008
 
56

 
1,583

 
2,176

 
3,136

 
39

 
46

 
3,182

 
14

 
11

 
COF I
2008
 
331

 
1,485

 
1,611

 
4,336

 
38

 
61

 
4,397

 
30

 
27

 
European Principal Finance Funds
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EPF III (5)
2017
 
4,464

 
4,572

 
738

 
—

 
738

 
753

 
753

 
NM

(2)  
NM

(2)  
EPF II (5)
2012
 
2,497

 
3,482

 
3,543

 
3,652

 
1,150

 
1,557

 
5,209

 
18

 
11

 
EPF I (5)
2007
 
256

 
1,513

 
1,988

 
3,329

 
—

 
12

 
3,341

 
23

 
17

 
Structured Credit Funds
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FCI III
2017
 
2,760

 
1,906

 
1,655

 
485

 
1,361

 
1,640

 
2,125

 
NM

(2)  
NM

(2)  
FCI II
2013
 
2,466

 
1,555

 
2,370

 
1,157

 
1,769

 
1,804

 
2,961

 
11

 
8

 
FCI I
2012
 
979

 
559

 
1,446

 
1,178

 
829

 
783

 
1,961

 
14

 
11

 
SCRF IV  (12)
2017
 
1,726

 
1,936

 
1,195

 
214

 
993

 
1,241

 
1,455

 
NM

(2)  
NM

(2)  
SCRF III
2015
 
—

 
1,238

 
2,110

 
2,428

 
—

 
—

 
2,428

 
18

 
14

 
SCRF II
2012
 
—

 
104

 
467

 
528

 
—

 
—

 
528

 
15

 
12

 
SCRF I
2008
 
—

 
118

 
240

 
357

 
—

 
—

 
357

 
33

 
26

 
Other Drawdown Funds & SIAs (6)
Various
 
6,694

 
9,546

 
9,820

 
9,652

 
2,346

 
2,320

 
11,972

 
9

 
7

 
Total Credit (10)
 
 
$
24,305

 
$
33,023


$
34,396

 
$
34,277

 
$
10,825

 
$
11,569

 
$
45,846

 
 
 
 
 
Real Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. RE Fund II (7)
2016
 
$
991

 
$
920

 
$
561

 
$
344

 
$
354

 
$
439

 
$
783

 
20
%
 
17
%
 
U.S. RE Fund I (7)
2012
 
445

 
653

 
635

 
661

 
240

 
287

 
948

 
15

 
12

 
AGRE Debt Fund I (13)
2011
 
827

 
2,091

 
2,091

 
1,485

 
858

 
816

 
2,301

 
9

 
7

 
CPI Funds (8)
Various
 
397

 
4,988

 
2,574

 
2,645

 
259

 
63

 
2,708

 
14

 
11

 
Asia RE Fund (7)
2017
 
606

 
693

 
264

 
198

 
117

 
127

 
325

 
NM

(2)  
NM

(2)  
Total Real Assets (11)
 
 
$
3,266

 
$
9,345

 
$
6,125

 
$
5,333

 
$
1,828

 
$
1,732

 
$
7,065

 
 
 
 
 
(1)
Refer to the definitions of Vintage Year, Total Invested Capital, Realized Value, Remaining Cost, Unrealized Value, Total Value, Gross IRR and Net IRR described elsewhere in this report.
(2)
Data has not been presented as the fund commenced investing capital less than 24 months prior to the period indicated and therefore such information was deemed not meaningful.
(3)
The general partners and managers of Funds I, II and MIA, as well as the general partner of Fund III, were excluded assets in connection with the 2007 Reorganization. As a result, Apollo did not receive the economics associated with these entities. The investment performance of these funds, combined with Fund IV, is presented to illustrate fund performance associated with Apollo’s Managing Partners and other investment professionals.
(4)
Total IRR is calculated based on total cash flows for all funds presented.
(5)
Funds are denominated in Euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to $1.17 as of June 30, 2018 .
(6)
Amounts presented have been aggregated for (i) drawdown funds with AUM greater than $500 million that do not form part of a flagship series of funds and (ii) SIAs with AUM greater than $200 million that do not predominantly invest in other Apollo funds or SIAs. Certain SIAs’ historical figures are denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to $1.17 as of June 30, 2018 . Additionally, certain

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SIAs totaling $1.7 billion of AUM have been excluded from Total Invested Capital, Realized Value, Remaining Cost, Unrealized Value and Total Value. These SIAs have an open ended life and a significant turnover in their portfolio assets due to the ability to recycle capital. These SIAs had $10.5 billion of Total Invested Capital through June 30, 2018 .
(7)
U.S. RE Fund I, U.S. RE Fund II and Asia RE Fund had $157 million , $390 million and $350 million of co-investment commitments raised as of June 30, 2018 , respectively, which are included in the figures in the table. A co-invest entity within U.S. RE Fund I is denominated in GBP and translated into U.S. dollars at an exchange rate of £1.00 to $1.32 as of June 30, 2018 .
(8)
As part of the acquisition of Citi Property Investors (“CPI”), Apollo acquired general partner interests in fully invested funds. CPI Funds refers to CPI Capital Partners North America, CPI Capital Partners Asia Pacific, CPI Capital Partners Europe and other CPI funds or individual investments of which Apollo is not the general partner or manager and only receives fees pursuant to either a sub-advisory agreement or an investment management and administrative agreement. For CPI Capital Partners North America, CPI Capital Partners Asia Pacific and CPI Capital Partners Europe, the gross and net IRRs are presented in the investment record table since acquisition on November 12, 2010. The aggregate net IRR for these funds from their inception to June 30, 2018 was (2)% . This net IRR was primarily achieved during a period in which Apollo did not make the initial investment decisions and Apollo only became the general partner or manager of these funds upon completing the acquisition on November 12, 2010.
(9)
Private equity co-investment vehicles, and funds with AUM less than $500 million have been excluded. These co-investment vehicles and funds had $11.7 billion of aggregate AUM as of June 30, 2018 .
(10)
Certain credit funds and SIAs with AUM less than $500 million and $200 million, respectively, have been excluded. These funds and SIAs had $2.5 billion of aggregate AUM as of June 30, 2018 .
(11)
Certain accounts owned by or related to Athene, certain co-investment vehicles and certain funds with AUM less than $500 million have been excluded. These accounts, co-investment vehicles and funds had $5.8 billion of aggregate AUM as of June 30, 2018 .
(12)
Remaining cost for certain of our credit funds may include physical cash called, invested or reserved for certain levered investments.
(13)
The investor in this U.S. Dollar denominated fund has chosen to make contributions and receive distributions in the local currency of each underlying investment. As a result, Apollo has not entered into foreign currency hedges for this fund and the returns presented include the impact of foreign currency gains or losses. The investor’s gross and net IRR, before the impact of foreign currency gains or losses, from the fund’s inception to June 30, 2018 was 10% and 9% , respectively.
Private Equity
The following table summarizes the investment record for distressed investments made in our traditional private equity fund portfolios, since the Company’s inception. All amounts are as of June 30, 2018 :
 
Total Invested
Capital
 
Total Value
 
Gross IRR
 
(in millions)
 
 
Distressed for Control
$
7,885

 
$
19,147

 
29
%
Non-Control Distressed
5,416

 
8,421

 
71

Total
13,301

 
27,568

 
49

Corporate Carve-outs, Opportunistic Buyouts and Other Credit (1)
43,953

 
79,263

 
22

Total
$
57,254

 
$
106,831

 
39
%
 
(1)
Other Credit is defined as investments in debt securities of issuers other than portfolio companies that are not considered to be distressed.
The following tables provide additional detail on the composition of the Fund VIII, Fund VII and Fund VI private equity portfolios based on investment strategy. Amounts for Fund I, II, III, IV and V are included in the table above but not presented below as their remaining value is less than $100 million or the fund has been liquidated. All amounts are as of June 30, 2018 :
Fund VIII (1)  
 
Total Invested
Capital
 
Total Value
 
(in millions)
Corporate Carve-outs
$
2,398


$
4,249

Opportunistic Buyouts
11,742


16,656

Distressed
514


836

Total
$
14,654

 
$
21,741


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Fund VII (1)  
 
Total Invested
Capital
 
Total Value
 
(in millions)
Corporate Carve-outs
$
2,277


$
4,406

Opportunistic Buyouts
4,338


10,633

Distressed/Other Credit (2)
9,583


18,793

Total
$
16,198

 
$
33,832

Fund VI
 
Total Invested
Capital
 
Total Value
 
(in millions)
Corporate Carve-outs
$
3,397


$
5,821

Opportunistic Buyouts
6,374


10,309

Distressed/Other Credit (2)
2,686


4,975

Total
$
12,457

 
$
21,105

(1)
Committed capital less unfunded capital commitments for Fund VIII and Fund VII was $14.2 billion and $14.1 billion , respectively, which represents capital commitments from limited partners to invest in such funds less capital that is available for investment or reinvestment subject to the provisions of the applicable limited partnership agreement or other governing agreements.
(2)
The distressed investment strategy includes distressed for control, non-control distressed and other credit.
During the recovery and expansionary periods of 1994 through 2000 and late 2003 through the first half of 2007, our private equity funds invested or committed to invest approximately $13.7 billion primarily in traditional and corporate partner buyouts. During the recessionary periods of 1990 through 1993, 2001 through late 2003 and the recessionary and post recessionary periods (beginning the second half of 2007 through June 30, 2018 ), our private equity funds have invested $48.6 billion , of which $19.0 billion was in distressed buyouts and debt investments when the debt securities of quality companies traded at deep discounts to par value. Our average entry multiple for Fund VIII, VII and VI was 5.7x , 6.1x and 7.7x , respectively, as of June 30, 2018 . Our average entry multiple for a private equity fund is the average of the total enterprise value over an applicable adjusted earnings before interest, taxes, depreciation and amortization which may incorporate certain adjustments based on the investment team’s estimate and we believe captures the true economics of our funds’ investments in portfolio companies. The average entry multiple of actively investing funds may include committed investments not yet closed.
Credit
The following table presents the AUM and gross and net returns information for Apollo’s credit segment by category type:
 
As of June 30, 2018
 
Gross Returns (1)
 
Net Returns (1)
Category
AUM
 
Fee-Generating AUM
 
Performance Fee-Eligible AUM
 
Performance Fee-Generating AUM
 
For the Three Months Ended June 30, 2018
 
For the Six Months Ended June 30, 2018
 
For the Three Months Ended June 30, 2018
 
For the Six Months Ended June 30, 2018
 
(in millions)
 
 
 
 
 
 
 
 
Liquid/Performing (4)
$
47,701

 
$
36,425

 
$
23,542

 
$
10,502

 
    0.7%
 
    1.5%
 
    0.6%
 
    1.3%
Drawdown (2)
26,838

 
15,162

 
20,770

 
8,687

 
2.4
 
4.8
 
1.9
 
3.8
MidCap, AINV, AFT, AIF
13,916

 
13,368

 
11,106

 
10,854

 
3.2
 
6.5
 
2.1
 
4.3
Athene Non-Sub-Advised (3)
78,523

 
78,523

 
—

 
—

 
N/A
 
N/A
 
N/A
 
N/A
Athora Non-Sub-
Advised (3)
6,340

 
4,033

 
2,011

 
—

 
N/A
 
N/A
 
N/A
 
N/A
Advisory
10,108

 
—

 
—

 
—

 
N/A
 
N/A
 
N/A
 
N/A
Total Credit
$
183,426

 
$
147,511

 
$
57,429

 
$
30,043

 
  1.3%
 
  2.6%
 
  1.0%
 
  2.1%
(1)
The gross and net returns for the three and six months ended June 30, 2018 for total credit excludes assets managed by AAM that are not directly invested in Apollo funds and investment vehicles or sub-advised by Apollo.

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(2)
As of June 30, 2018 , significant drawdown funds and SIAs had inception-to-date gross and net IRRs of 15.9% and 12.0% , respectively. Significant drawdown funds and SIAs include funds and SIAs with AUM greater than $200 million that do not predominantly invest in other Apollo funds or SIAs.
(3)
Athene Non-Sub-Advised and Athora Non-Sub Advised reflects total combined AUM of $105.5 billion less $20.6 billion of assets that were either sub-advised by Apollo or invested in funds and investment vehicles managed by Apollo included within other asset categories.
(4)
Liquid/Performing AUM includes $12.8 billion of CLOs, $8.2 billion of which Apollo earns fees based on gross assets and $4.6 billion of which Apollo earns fees based on net equity.
Liquid/Performing
The following table summarizes the investment record for funds in the liquid/performing category within Apollo’s credit segment. The significant funds included in the investment record table below have greater than $200 million of AUM and do not predominantly invest in other Apollo funds or SIAs.
 
 
 
 
 
Net Returns
 
Vintage
Year
 
Total AUM
 
For the Three Months Ended June 30, 2018
 
For the Six Months Ended June 30, 2018
 
For the Three Months Ended June 30, 2017
 
For the Six Months Ended June 30, 2017
Credit:
 
 
(in millions)
 
 
 
 
 
 
 
 
Hedge Funds (1)
Various
 
$
7,006

 
1
%
 
2
%
 
1
%
 
2
%
CLOs (2)
Various
 
12,782

 
—

 
2

 
1

 
2

SIAs / Other
Various
 
27,913

 
1

 
1

 
2

 
4

Total
 
 
$
47,701

 
 
 
 
 
 
 
 
(1)
Hedge Funds primarily includes Apollo Credit Strategies Master Fund Ltd. and Apollo Credit Master Fund Ltd.
(2)
CLO returns are calculated based on gross return on invested assets, which excludes cash. Included within Total AUM of CLOs is $4.6 billion of AUM related to a standalone, self-managed asset management business established in connection with risk-retention rules, from which Apollo earns investment-related service fees, but for which Apollo does not provide management or advisory services. CLO returns exclude performance related to this AUM.
Permanent Capital
The following table summarizes the investment record for our permanent capital vehicles by segment, excluding Athene-related and Athora-related assets managed or advised by Athene Asset Management and AAME:
 
 
 
 
 
Total Returns (1)
 
IPO Year (2)
 
Total AUM
 
For the Three Months Ended June 30, 2018
 
For the Six Months Ended June 30, 2018
 
For the Three Months Ended June 30, 2017
 
For the Six Months Ended June 30, 2017
Credit:
 
 
(in millions)
 
 
 
 
 
 
 
 
MidCap (3)
N/A
 
$
8,532

 
5
 %
 
9
%
 
3
 %
 
6
%
AIF
2013
 
384

 
1
 
 
3

 
1
 
 
10

AFT
2011
 
424

 
(1
)
 
4

 
(2
)
 
—

AINV (4)
2004
 
4,443

 
10
 
 
4

 
—

 
14

Real Assets:
 
 
 
 
 
 
 
 
 
 
 
ARI
2009
 
5,180

 
4
  %
 
4
%
 
1
  %
 
17
%
Total
 
 
$
18,963

 
 
 
 
 
 
 
 
(1)
Total returns are based on the change in closing trading prices during the respective periods presented taking into account dividends and distributions, if any, as if they were reinvested without regard to commission.
(2)
An IPO year represents the year in which the vehicle commenced trading on a national securities exchange.
(3)
MidCap is not a publicly traded vehicle and therefore IPO year is not applicable. The returns presented are a gross return based on NAV. The net returns based on NAV were 3% and 2% for the three months ended June 30, 2018 and 2017 , respectively, and 6% and 4% for the six months ended June 30, 2018 and June 30, 2017 , respectively.
(4)
All amounts are as of March 31, 2018 except for total returns. Refer to www.apolloic.com for the most recent financial information on AINV. The information contained on AINV’s website is not part of this report. Included within Total AUM of AINV is $1.8 billion of AUM related to a non-traded business development company from which Apollo earns investment-related service fees, but for which Apollo does not provide management or advisory services. Net returns exclude performance related to this AUM.

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Athene, Athora and SIAs
As of June 30, 2018 , Apollo managed or advised $105.5 billion of total AUM in accounts owned by or related to Athene and Athora, of which approximately $20.6 billion was either sub-advised by Apollo or invested in Apollo funds and investment vehicles managed by Apollo. Of the approximately $20.6 billion of AUM, the vast majority were in sub-advisory managed accounts that manage high grade credit asset classes, such as CLO debt, commercial mortgage backed securities, and insurance-linked securities.
As of June 30, 2018 , Apollo managed approximately $23 billion of total AUM in SIAs, which include certain SIAs in the investment record tables above and capital deployed from certain SIAs across Apollo’s credit, private equity and real assets funds.
Overview of Results of Operations
Revenues
Advisory and Transaction, Net. As a result of providing advisory services with respect to actual and potential credit, private equity, and real assets investments, we are entitled to receive fees for transactions related to the acquisition and, in certain instances, disposition of portfolio companies as well as fees for ongoing monitoring of portfolio company operations and directors’ fees. We also receive advisory fees for advisory services provided to certain credit funds. In addition, monitoring fees are generated on certain structured portfolio company investments. Under the terms of the limited partnership agreements for certain funds, the management fee payable by the funds may be subject to a reduction based on a certain percentage of such advisory and transaction fees, net of applicable broken deal costs (“Management Fee Offset”). Such amounts are presented as a reduction to advisory and transaction fees, net, in the condensed consolidated statements of operations (see note 2 to our condensed consolidated financial statements for more detail on advisory and transaction fees, net).
The Management Fee Offsets are calculated for each fund as follows:
•
65%-100% for certain credit funds, gross advisory, transaction and other special fees;
•
65%-100% for private equity funds, gross advisory, transaction and other special fees; and
•
100% for certain real assets funds, gross advisory, transaction and other special fees.
Management Fees. The significant growth of the assets we manage has had a positive effect on our revenues. Management fees are typically calculated based upon any of “net asset value,” “gross assets,” “adjusted par asset value,” “adjusted costs of all unrealized portfolio investments,” “capital commitments,” “invested capital,” “adjusted assets,” “capital contributions,” or “stockholders’ equity,” each as defined in the applicable limited partnership agreement and/or management agreement of the unconsolidated funds.
Performance Fees. The general partners of our funds are entitled to an incentive return of normally up to 20% of the total returns of a fund’s capital, depending upon performance of the underlying funds and subject to preferred returns and high water marks, as applicable. Performance fees, categorized as performance allocations, are accounted for as an equity method investment, and effectively, the performance fees for any period is based upon an assumed liquidation of the funds’ assets at the reporting date, and distribution of the net proceeds in accordance with the funds’ allocation provisions. Performance fees not accounted as an equity method investment, categorized as incentive fees, are deferred until fees are probable to not be significantly reversed. The majority of performance fees are comprised of performance allocations.
As of June 30, 2018 , approximately 56% of the value of our funds’ investments on a gross basis was determined using market-based valuation methods (i.e., reliance on broker or listed exchange quotes) and the remaining 44% was determined primarily by comparable company and industry multiples or discounted cash flow models. For our credit, private equity and real assets segments, the percentage determined using market-based valuation methods as of June 30, 2018 was 69% , 31% and 40% , respectively. See “Item 1A . Risk Factors—Risks Related to Our Businesses—Our funds’ performance, and our performance, may be adversely affected by the financial performance of our funds’ portfolio companies and the industries in which our funds invest” in the 2017 Annual Report for a discussion regarding certain industry-specific risks that could affect the fair value of our private equity funds’ portfolio company investments.
In our private equity funds, the Company does not earn performance fees until the investors in the fund have achieved cumulative investment returns on invested capital (including management fees and expenses) in excess of an 8% hurdle rate. Additionally, certain of our credit and real assets funds have various performance fee rates and hurdle rates. Certain of our credit and real assets funds allocate performance fees to the general partner in a similar manner as the private equity funds. In our private

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equity, certain credit and real assets funds, so long as the investors achieve their priority returns, there is a catch-up formula whereby the Company earns a priority return for a portion of the return until the Company’s performance fees equate to its incentive fee rate for that fund; thereafter, the Company participates in returns from the fund at the performance fee rate. Performance fees, categorized as performance allocations, are subject to reversal to the extent that the performance fees distributed exceed the amount due to the general partner based on a fund’s cumulative investment returns. The Company recognizes potential repayment of previously received performance fees as a general partner obligation representing all amounts previously distributed to the general partner that would need to be repaid to the Apollo funds if these funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. The actual general partner obligation, however, would not become payable or realized until the end of a fund’s life or as otherwise set forth in the respective limited partnership agreement of the fund.
The table below presents an analysis of Apollo’s (i) performance fees receivable on an unconsolidated basis and (ii) realized and unrealized performance fees for Apollo’s combined segments:
 
As of
June 30, 2018
 
For the Three Months Ended June 30, 2018
 
For the Six Months Ended June 30, 2018
 
Performance Fees Receivable on an Unconsolidated Basis
 
Unrealized Performance Fees
 
Realized Performance Fees
 
Total Performance Fees
 
Unrealized Performance Fees
 
Realized Performance Fees
 
Total Performance Fees
 
(in thousands)
Private Equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
Fund VIII
$
776,063

 
$
26,834

 
$
34,698

 
$
61,532

 
$
(240,937
)
 
$
133,884

 
$
(107,053
)
Fund VII (1)
108,759

 
19,682

 
878

 
20,560

 
38,261

 
6,091

 
44,352

Fund VI (1)
11,807

 
(24,671
)
 
1,657

 
(23,014
)
 
(28,608
)
 
1,657

 
(26,951
)
Fund IV and V
—

(3)  
233

 
—

 
233

 
951

 
—

 
951

ANRP I and II (1)
22,715

(3)  
(8,035
)
 
7,801

 
(234
)
 
(20,311
)
 
7,801

 
(12,510
)
AAA/Other (2)
62,214

 
(815
)
 
7,607

 
6,792

 
(181,596
)
 
182,483

 
887

Total Private Equity
981,558

 
13,228

 
52,641

 
65,869

 
(432,240
)
 
331,916

 
(100,324
)
Total Private Equity, net of profit sharing expense
603,868

 
6,848

 
20,997

 
27,845

 
(300,987
)
 
198,190

 
(102,797
)
Credit:
 
 
 
 
 
 
 
 
 
 
 
 
 
Drawdown
304,092

(3)  
(13,426
)
 
48,519

 
35,093

 
2,258

 
58,280

 
60,538

Liquid/Performing
22,604

 
9,767

 
10,512

 
20,279

 
12,248

 
10,533

 
22,781

Permanent capital vehicles
82,915

 
11,308

 
5,766

 
17,074

 
20,854

 
11,041

 
31,895

Total Credit
409,611

 
7,649

 
64,797

 
72,446

 
35,360

 
79,854

 
115,214

Total Credit, net of profit sharing expense
138,825

 
4,597

 
27,691

 
32,288

 
16,595

 
36,146

 
52,741

Real Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. RE Fund I and II
17,485

 
1,121

 
528

 
1,649

 
190

 
1,263

 
1,453

Other (2)
7,312

 
(1,379
)
 
2,274

 
895

 
(3,113
)
 
4,665

 
1,552

Total Real Assets
24,797

 
(258
)
 
2,802

 
2,544

 
(2,923
)
 
5,928

 
3,005

Total Real Assets, net of profit sharing expense
13,366

 
49

 
1,742

 
1,791

 
(1,525
)
 
3,282

 
1,757

Total
$
1,415,966

 
$
20,619

 
$
120,240

 
$
140,859

 
$
(399,803
)
 
$
417,698

 
$
17,895

Total, net of profit sharing expense
$
756,059

(4)  
$
11,494

 
$
50,430

 
$
61,924

 
$
(285,917
)
 
$
237,618

 
$
(48,299
)
(1)
As of June 30, 2018 , the remaining investments and escrow cash of Fund VII, Fund VI and ANRP II were valued at 100% , 88% and 103% of the fund’s unreturned capital, respectively, which were below the required escrow ratio of 115%. As a result, these funds are required to place in escrow current and future performance fees distributions to the general partner until the specified return ratio of 115% is met (at the time of a future distribution) or upon liquidation. As of June 30, 2018 , Fund VII had $128.5 million of gross performance fees, or $73.1 million net of profit sharing, in escrow. As of June 30, 2018 , Fund VI had $167.6 million of gross performance fees, or $112.4 million net of profit sharing, in escrow. As of June 30, 2018 , ANRP II had $18.0 million of gross performance fees, or $10.9 million net of profit sharing, in escrow. With respect to Fund VII, Fund VI and ANRP II, realized performance fees currently distributed to the general partner is limited to potential tax distributions and interest on escrow balances per the funds’ partnership agreements.
(2)
The six months ended June 30, 2018 includes realized performance fees of $169.9 million , or $123.3 million net of profit sharing expense from AAA, settled in the form of Athene Holding shares. Other includes certain SIAs.
(3)
As of June 30, 2018 , certain credit funds and private equity funds had $37.8 million and $41.5 million , respectively, in general partner obligations to return previously distributed performance fees. The fair value gain on investments and income at the fund level needed to reverse the general partner obligations for certain credit funds and certain private equity funds was $286.9 million and $203.1 million , respectively, as of June 30, 2018 .
(4)
There was a corresponding profit sharing payable of $659.9 million as of June 30, 2018 , including profit sharing payable related to amounts in escrow and a contingent consideration obligation of $82.0 million .
The general partners of certain of our credit funds accrue performance fees, categorized as performance allocations, when the fair value of investments exceeds the cost basis of the individual investors’ investments in the fund, including any allocable share of expenses incurred in connection with such investments, which we refer to as “high water marks.” These high water marks

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are applied on an individual investor basis. Certain of our credit funds have investors with various high water marks, the achievement of which is subject to market conditions and investment performance.
Performance fees from our private equity funds and certain credit and real assets funds are subject to contingent repayment by the general partner in the event of future losses to the extent that the cumulative performance fees distributed from inception to date exceeds the amount computed as due to the general partner at the final distribution. These general partner obligations, if applicable, are included in due to related parties on the condensed consolidated statements of financial condition.
The following table summarizes our performance fees since inception for our combined segments through June 30, 2018 :
 
Performance Fees Since Inception (1)
 
Undistributed by Fund and Recognized
 
Distributed by Fund and Recognized (2)
 
Total Undistributed and Distributed by Fund and Recognized (3)
 
General Partner Obligation as of June 30, 2018 (3)
 
Maximum Performance Fees Subject to Potential Reversal (4)
 
(in millions)
Private Equity:
 
 
 
 
 
 
 
 
 
Fund VIII
$
776.1

 
$
350.9

 
$
1,127.0

 
$
—

 
$
989.9

Fund VII
108.8

 
3,126.7

 
3,235.5

 
—

 
660.4

Fund VI
11.8

 
1,658.9

 
1,670.7

 
—

 
1,122.8

Fund IV and V
—

 
2,053.1

 
2,053.1

 
23.9

 
8.4

ANRP I and II
22.7

 
86.5

 
109.2

 
17.6

 
51.7

AAA/Other
62.2

 
541.2

 
603.4

 
—

 
86.4

Total Private Equity
981.6

 
7,817.3

 
8,798.9

 
41.5

 
2,919.6

Credit (5) :
 
 
 
 
 
 
 
 
 
Drawdown
304.1

 
1,145.2

 
1,449.3

 
37.8

 
471.3

Liquid/Performing
22.6

 
534.0

 
556.6

 
—

 
22.8

MidCap, AINV, AFT, AIF
74.2

 
—

 
74.2

 
—

 
74.2

Total Credit
400.9

 
1,679.2

 
2,080.1

 
37.8

 
568.3

Real Assets:
 
 
 
 
 
 
 
 
 
U.S. RE Fund I and II
17.5

 
26.0

 
43.5

 
—

 
37.9

Other (6)
7.3

 
25.1

 
32.4

 
—

 
16.6

Total Real Assets
24.8

 
51.1

 
75.9

 
—

 
54.5

Total
$
1,407.3

 
$
9,547.6

 
$
10,954.9

 
$
79.3

 
$
3,542.4

(1)
Certain funds are denominated in Euros and historical figures are translated into U.S. dollars at an exchange rate of €1.00 to $1.17 as of June 30, 2018 .
(2)
Amounts in “Distributed by Fund and Recognized” for the CPI, Gulf Stream Asset Management, LLC (“Gulf Stream”) and Stone Tower funds and SIAs are presented for activity subsequent to the respective acquisition dates.
(3)
Amounts were computed based on the fair value of fund investments on June 30, 2018 . Performance fees have been allocated to and recognized by the general partner. Based on the amount allocated, a portion is subject to potential reversal or, to the extent applicable, has been reduced by the general partner obligation to return previously distributed performance fees at June 30, 2018 . The actual determination and any required payment of any such general partner obligation would not take place until the final disposition of the fund’s investments based on contractual termination of the fund.
(4)
Represents the amount of performance fees that would be reversed if remaining fund investments became worthless on June 30, 2018 . Amounts subject to potential reversal of performance fees include amounts undistributed by a fund (i.e., the performance fees receivable), as well as a portion of the amounts that have been distributed by a fund, net of taxes not subject to a general partner obligation to return previously distributed performance fees, except for those funds that are gross of taxes as defined in the respective funds’ governing documents.
(5)
Amounts exclude AINV, as performance fees from this entity are not subject to contingent repayment.
(6)
Other includes certain SIAs.
Expenses
Compensation and Benefits. Our most significant expense is compensation and benefits expense. This consists of fixed salary, discretionary and non-discretionary bonuses, profit sharing expense associated with the performance fees earned from credit, private equity, and real assets funds and compensation expense associated with the vesting of non-cash equity-based awards.

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Our compensation arrangements with certain partners and employees contain a significant performance-based incentive component. Therefore, as our net revenues increase, our compensation costs also rise or can be lower when net revenues decrease. In addition, our compensation costs reflect the increased investment in people as we expand geographically and create new funds.
In addition, certain professionals and selected other individuals have a profit sharing interest in the performance fees earned in relation to our private equity, certain credit and real assets funds in order to better align their interests with our own and with those of the investors in these funds. Profit sharing expense is part of our compensation and benefits expense and is generally based upon a fixed percentage of credit, private equity and real assets performance fees. Profit sharing expense can reverse during periods when there is a decline in performance fees that were previously recognized. Profit sharing amounts are normally distributed to employees after the corresponding investment gains have been realized and generally before preferred returns are achieved for the investors. Therefore, changes in our unrealized performance fees have the same effect on our profit sharing expense. Profit sharing expense increases when unrealized performance fees increases. Realizations only impact profit sharing expense to the extent that the effects on investments have not been recognized previously. If losses on other investments within a fund are subsequently realized, the profit sharing amounts previously distributed are normally subject to a general partner obligation to return performance fees previously distributed back to the funds. This general partner obligation due to the funds would be realized only when the fund is liquidated, which generally occurs at the end of the fund’s term. However, indemnification obligations also exist for realized gains with respect to Fund IV, Fund V and Fund VI, which, although our Managing Partners and Contributing Partners would remain personally liable, may indemnify our Managing Partners and Contributing Partners for 17.5% to 100% of the previously distributed profits regardless of the fund’s future performance. See note 13 to our condensed consolidated financial statements for further information regarding the Company’s indemnification liability.
Each Managing Partner receives $100,000 per year in base salary for services rendered to us. Additionally, our Managing Partners can receive other forms of compensation. In addition, AHL Awards (as defined in note 11 to our condensed consolidated financial statements) and other equity-based compensation awards have been granted to the Company and certain employees, which amortize over the respective vesting periods. In addition, the Company grants equity awards to certain employees, including RSUs, restricted Class A shares and options, that generally vest and become exercisable in quarterly installments or annual installments depending on the contract terms over a period of three to six years. See note 11 to our condensed consolidated financial statements for further discussion of equity-based compensation.
Other Expenses. The balance of our other expenses includes interest, placement fees, and general, administrative and other operating expenses. Interest expense consists primarily of interest related to the 2013 AMH Credit Facilities, the 2024 Senior Notes, the 2026 Senior Notes and the 2048 Senior Notes as discussed in note 9 to our condensed consolidated financial statements. Placement fees are incurred in connection with our capital raising activities. General, administrative and other expenses includes occupancy expense, depreciation and amortization, professional fees and costs related to travel, information technology and administration. Occupancy expense represents charges related to office leases and associated expenses, such as utilities and maintenance fees. Depreciation and amortization of fixed assets is normally calculated using the straight-line method over their estimated useful lives, ranging from two to sixteen years, taking into consideration any residual value. Leasehold improvements are amortized over the shorter of the useful life of the asset or the expected term of the lease. Intangible assets are amortized based on the future cash flows over the expected useful lives of the assets.
Other Income (Loss)
Net Gains (Losses) from Investment Activities. Net gains (losses) from investment activities include both realized gains and losses and the change in unrealized gains and losses in our investment portfolio between the opening reporting date and the closing reporting date. Net unrealized gains (losses) are a result of changes in the fair value of unrealized investments and reversal of unrealized gains (losses) due to dispositions of investments during the reporting period. Significant judgment and estimation goes into the assumptions that drive these models and the actual values realized with respect to investments could be materially different from values obtained based on the use of those models. The valuation methodologies applied impact the reported value of investment company holdings and their underlying portfolios in our condensed consolidated financial statements.
Net Gains (Losses) from Investment Activities of Consolidated Variable Interest Entities. Changes in the fair value of the consolidated VIEs’ assets and liabilities and related interest, dividend and other income and expenses subsequent to consolidation are presented within net gains (losses) from investment activities of consolidated variable interest entities and are attributable to Non-Controlling Interests in the condensed consolidated statements of operations.
Other Income (Losses), Net. Other income (losses), net includes gains (losses) arising from the remeasurement of foreign currency denominated assets and liabilities, remeasurement of the tax receivable agreement liability related to the TCJA and other miscellaneous non-operating income and expenses.

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Income Taxes . The Apollo Operating Group and its subsidiaries generally operate as partnerships for U.S. federal income tax purposes. As a result, except as described below, the Apollo Operating Group has not been subject to U.S. income taxes. However, the U.S. entities, in some cases, are subject to New York City unincorporated business tax (“NYC UBT”), and non-U.S. entities, in some cases, are subject to non-U.S. corporate income taxes. In addition, certain consolidated entities are, or are treated as, corporations for U.S. and non-U.S. tax purposes and therefore subject to federal, state, local and foreign corporate income tax. The Company's provision for income taxes is accounted for in accordance with U.S. GAAP.
Significant judgment is required in determining the provision for income taxes and in evaluating income tax positions, including evaluating uncertainties. We recognize the income tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained upon examination, including resolutions of any related appeals or litigation, based on the technical merits of the positions. The tax benefit is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. If a tax position is not considered more likely than not to be sustained, then no benefits of the position are recognized. The Company’s income tax positions are reviewed and evaluated quarterly to determine whether or not we have uncertain tax positions that require financial statement recognition or de-recognition.
Deferred tax assets and liabilities are recognized for the expected future tax consequences, using currently enacted tax rates, of differences between the carrying amount of assets and liabilities and their respective tax basis. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Non-Controlling Interests
For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than Apollo. The aggregate of the income or loss and corresponding equity that is not owned by the Company is included in Non-Controlling Interests in the condensed consolidated financial statements. The Non-Controlling Interests relating to Apollo Global Management, LLC primarily include the 50.1% and 52.1% ownership interest in the Apollo Operating Group held by the Managing Partners and Contributing Partners through their limited partner interests in Holdings as of June 30, 2018 and 2017 , respectively. Non-Controlling Interests also include limited partner interests in certain consolidated funds and VIEs.
The authoritative guidance for Non-Controlling Interests in the condensed consolidated financial statements requires reporting entities to present Non-Controlling Interest as equity and provides guidance on the accounting for transactions between an entity and Non-Controlling Interests. According to the guidance, (1) Non-Controlling Interests are presented as a separate component of shareholders’ equity on the Company’s condensed consolidated statements of financial condition, (2) net income (loss) includes the net income (loss) attributable to the Non-Controlling Interest holders on the Company’s condensed consolidated statements of operations, (3) the primary components of Non-Controlling Interest are separately presented in the Company’s condensed consolidated statements of changes in shareholders’ equity to clearly distinguish the interests in the Apollo Operating Group and other ownership interests in the consolidated entities and (4) profits and losses are allocated to Non-Controlling Interests in proportion to their ownership interests regardless of their basis.

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Results of Operations
Below is a discussion of our condensed consolidated results of operations for the three and six months ended June 30, 2018 and 2017 . For additional analysis of the factors that affected our results at the segment level, see “—Segment Analysis” below:
 
For the Three Months Ended
June 30,
 
Amount
Change
 
Percentage
Change
 
For the Six Months Ended June 30,
 
Amount
Change
 
Percentage
Change
 
2018
 
2017
 
 
2018
 
2017
 
Revenues:
(in thousands)
 
 
 
(in thousands)
 
 
Management fees
$
341,626

 
$
281,305

 
$
60,321

 
21.4
 %
 
$
628,352

 
$
550,848

 
$
77,504

 
14.1
 %
Advisory and transaction fees, net
15,440

 
23,629

 
(8,189
)
 
(34.7
)
 
28,991

 
38,696

 
(9,705
)
 
(25.1
)
Investment income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Performance allocations
129,085

 
120,393

 
8,692

 
7.2

 
4,920

 
472,986

 
(468,066
)
 
(99.0
)
Principal investment income
22,175

 
16,836

 
5,339

 
31.7

 
9,181

 
55,389

 
(46,208
)
 
(83.4
)
Total investment income
151,260

 
137,229

 
14,031

 
10.2

 
14,101

 
528,375

 
(514,274
)
 
(97.3
)
Incentive fees
14,990

 
7,545

 
7,445

 
98.7

 
18,775

 
13,893

 
4,882

 
35.1

Total Revenues
523,316

 
449,708

 
73,608

 
16.4

 
690,219

 
1,131,812

 
(441,593
)
 
(39.0
)
Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Salary, bonus and benefits
115,075

 
105,545

 
9,530

 
9.0

 
230,901

 
207,158

 
23,743

 
11.5

Equity-based compensation
37,784

 
22,740

 
15,044

 
66.2

 
73,309

 
45,847

 
27,462

 
59.9

Profit sharing expense
70,545

 
58,059

 
12,486

 
21.5

 
58,268

 
202,383

 
(144,115
)
 
(71.2
)
Total compensation and benefits
223,404

 
186,344

 
37,060

 
19.9

 
362,478

 
455,388

 
(92,910
)
 
(20.4
)
Interest expense
15,162

 
13,195

 
1,967

 
14.9

 
28,959

 
26,194

 
2,765

 
10.6

General, administrative and other
62,517

 
59,729

 
2,788

 
4.7

 
124,194

 
121,769

 
2,425

 
2.0

Placement fees
311

 
5,258

 
(4,947
)
 
(94.1
)
 
638

 
7,163

 
(6,525
)
 
(91.1
)
Total Expenses
301,394

 
264,526

 
36,868

 
13.9

 
516,269

 
610,514

 
(94,245
)
 
(15.4
)
Other Income (Loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net gains (losses) from investment activities
(67,505
)
 
(513
)
 
(66,992
)
 
NM

 
(134,638
)
 
34,004

 
(168,642
)
 
NM

Net gains from investment activities of consolidated variable interest entities
9,213

 
6,132

 
3,081

 
50.2

 
15,745

 
10,240

 
5,505

 
53.8

Interest income
4,547

 
622

 
3,925

 
NM

 
8,106

 
1,425

 
6,681

 
468.8

Other income (loss), net
(5,443
)
 
742

 
(6,185
)
 
NM

 
(1,197
)
 
19,389

 
(20,586
)
 
NM

Total Other Income (Loss)
(59,188
)
 
6,983

 
(66,171
)
 
NM

 
(111,984
)
 
65,058

 
(177,042
)
 
NM

Income before income tax provision
162,734

 
192,165

 
(29,431
)
 
(15.3
)
 
61,966

 
586,356

 
(524,390
)
 
(89.4
)
Income tax (provision) benefit
(18,924
)
 
777

 
(19,701
)
 
NM

 
(27,504
)
 
(38,384
)
 
10,880

 
(28.3
)
Net Income
143,810

 
192,942

 
(49,132
)
 
(25.5
)
 
34,462

 
547,972

 
(513,510
)
 
(93.7
)
Net income attributable to Non-Controlling Interests
(80,200
)
 
(101,262
)
 
21,062

 
(20.8
)
 
(29,114
)
 
(311,096
)
 
281,982

 
(90.6
)
Net Income Attributable to Apollo Global Management, LLC
63,610

 
91,680

 
(28,070
)
 
(30.6
)
 
5,348

 
236,876

 
(231,528
)
 
(97.7
)
Net income attributable to Series A Preferred Shareholders
(4,383
)
 
(4,772
)
 
389

 
(8.2
)
 
(8,766
)
 
(4,772
)
 
(3,994
)
 
83.7

Net income attributable to Series B Preferred Shareholders
(4,569
)
 
—

 
(4,569
)
 
NM

 
(4,569
)
 
—

 
(4,569
)
 
NM

Net Income (Loss) Attributable to AGM Class A Shareholders
$
54,658

 
$
86,908

 
$
(32,250
)
 
(37.1
)%
 
$
(7,987
)
 
$
232,104

 
$
(240,091
)
 
NM

Note:
“NM” denotes not meaningful. Changes from negative to positive amounts and positive to negative amounts are not considered meaningful. Increases or decreases from zero and changes greater than 500% are also not considered meaningful.
Revenues
Our revenues and other income include fixed components that result from measures of capital and asset valuations and variable components that result from realized and unrealized investment performance, as well as the value of successfully completed transactions.
Three Months Ended June 30, 2018 Compared to Three Months Ended June 30, 2017
Management fees increase d by $60.3 million for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017 . This change was primarily attributable to the commencement of Fund IX’s investment period in April 2018, resulting in $80.4 million in management fees during the three months ended June 30, 2018 , as well as an increase in

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management fees earned from Athene of $12.7 million during the three months ended June 30, 2018 as compared to the same period in 2017 . This increase was partially offset by a decrease in management fees earned with respect to Fund VIII of $27.4 million during the three months ended June 30, 2018 as compared to the same period in 2017 as a result of a change in the basis upon which management fees are earned from capital commitments to invested capital. For additional details regarding changes in management fees in each segment, see “—Segment Analysis” below.
Advisory and transaction fees, net, decrease d by $8.2 million for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017 . This change was primarily attributable to a decrease in net advisory and transaction fees earned with respect to Fund VIII’s portfolio companies and COF III of $7.5 million and $1.4 million, respectively, during the three months ended June 30, 2018 as compared to the same period in 2017 .
Performance allocations increase d by $8.7 million for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017 . This change was primarily attributable to increase d performance allocations earned from our private equity funds of $27.7 million , offset by decreased performance allocations earned from our credit funds of $15.5 million during the three months ended June 30, 2018 as compared to the same period in 2017 . For additional details regarding changes in performance allocations in each segment, see “—Segment Analysis” below.
Principal investment income increase d by $5.3 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was primarily driven by increase s in the value of investments held by certain Apollo funds and other entities in which the Company has a direct interest, mainly with respect to Fund VII, as well as a standalone, self-managed asset management business (collectively with its subsidiaries, “Redding Ridge”), and ANRP II of $3.8 million, $3.1 million and $2.3 million, respectively, partially offset by a decrease with respect to Fund VIII of $4.3 million during the three months ended June 30, 2018 as compared to the same period in 2017 .
Incentive fees increase d by $7.4 million for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017 . This change was primarily attributable to an increase in incentive fees recognized from a strategic investment account of $6.7 million during the three months ended June 30, 2018 as the incentive fees crystallized and are no longer subject to clawback or reversal.
Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017
Management fees increase d by $77.5 million for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 . This change was primarily attributable to the commencement of Fund IX’s investment period in April 2018, resulting in $80.4 million in management fees during the six months ended June 30, 2018 as compared to the same period in 2017 .
Advisory and transaction fees, net, decrease d by $9.7 million for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 . This change was primarily attributable to a decrease in net advisory and transaction fees earned with respect to Fund VIII’s portfolio companies of $9.9 million during the six months ended June 30, 2018 as compared to the same period during 2017 .
Performance allocations decrease d by $468.1 million for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 . This change was primarily attributable to decrease d performance allocations earned from our private equity funds of $457.5 million , during the six months ended June 30, 2018 as compared to the same period in 2017 . For additional details regarding changes in performance allocations in each segment, see “—Segment Analysis” below.
Principal investment income decrease d by $46.2 million for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 . This change was primarily driven by a decrease in the value of investments held by certain Apollo funds and other entities in which the Company has a direct interest, mainly with respect to Fund VIII of $42.9 million during the six months ended June 30, 2018 as compared to the same period in 2017 .
Incentive fees increase d by $4.9 million for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 . This change was primarily attributable to an increase in incentive fees recognized from a strategic investment account of $3.7 million during the six months ended June 30, 2018 as the incentive fees crystallized and are no longer subject to clawback or reversal.
Expenses
Three Months Ended June 30, 2018 Compared to Three Months Ended June 30, 2017
Compensation and benefits increase d by $37.1 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was attributable to an increase in equity-based compensation of $15.0 million for

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the three months ended June 30, 2018 , as compared to the same period in 2017 , primarily attributable to a grant of RSUs under the 2007 Equity Plan during the three months ended June 30, 2018 (see note 11 to the condensed consolidated financial statements). This change was also driven by an increase in profit sharing expense of $12.5 million due to increase d performance allocations during the three months ended June 30, 2018 , as compared to the same period in 2017 . In any period the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance allocations in the period.
Included in profit sharing expense is $18.9 million and $22.3 million for the three months ended June 30, 2018 and 2017 , respectively, related to a performance based incentive arrangement for certain Apollo partners and employees designed to more closely align compensation on an annual basis with the overall realized performance of the Company (referred to herein as the “Incentive Pool”). Allocations to participants in the Incentive Pool contain both a fixed component and a discretionary component, each of which may vary year to year. The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular period. See “—Profit Sharing Expense” in the Critical Accounting Policies section for an overview of the Incentive Pool.
Interest expense increase d by $2.0 million for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017 as a result of additional interest expense incurred due to the issuance of the 2048 Senior Notes in March 2018 partially offset by a decrease in interest expense as a result of the repayment of the entire remaining amount of the Term Facility, as described in note 9 to our condensed consolidated financial statements.
General, administrative and other expenses increase d by $2.8 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 primarily due to an increase in professional fees during the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 .
Placement fees decrease d by $4.9 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 primarily as a result of placement fees incurred in connection with capital raising activities relating to EPF III and Fund IX of $3.6 million and $1.3 million, respectively, during the three months ended June 30, 2017 . The fees are normally payable to placement agents, who are third parties that assist in identifying potential investors, securing commitments to invest from such potential investors, preparing or revising offering marketing materials, developing strategies for attempting to secure investments by potential investors and/or providing feedback and insight regarding issues and concerns of potential investors.
Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017
Compensation and benefits decrease d by $92.9 million for the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . This change was primarily attributable to a decrease in profit sharing expense of $144.1 million due to decrease d performance allocations during the six months ended June 30, 2018 , as compared to the same period in 2017 . In any period the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance allocations in the period. This decrease was partially offset by an increase in equity-based compensation of $27.5 million , primarily attributable to a grant of RSUs under the 2007 Equity Plan during the six months ended June 30, 2018 (see note 11 to the condensed consolidated financial statements). In addition, salary, bonus and benefits increased $23.7 million during the six months ended June 30, 2018 , as compared to the same period in 2017 primarily due to increased headcount.
Included in profit sharing expense is $34.4 million and 40.3 million for the six months ended June 30, 2018 and 2017 , respectively, related to the Incentive Pool. See “—Profit Sharing Expense” in the Critical Accounting Policies section for an overview of the Incentive Pool.
Interest expense increase d by $2.8 million for the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 as a result of additional interest expense incurred due to the issuance of the 2048 Senior Notes in March 2018, partially offset by a decrease in interest expense as a result of the repayment of the entire remaining amount of the Term Facility, as described in note 9 to our condensed consolidated financial statements.
General, administrative and other expenses increase d by $2.4 million for the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . This change was primarily driven by an increase in professional fees during the six months ended June 30, 2018 as compared to the same period in 2017 .
Placement fees decrease d by $6.5 million for the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . This change was primarily driven by placement fees incurred in connection with capital raising activities relating to Apollo European Principal Finance Fund III, L.P. (“EPF III”) and Fund IX of $4.9 million and $1.3 million, respectively, during the six months ended June 30, 2017 .

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Other Income (Loss)
Three Months Ended June 30, 2018 Compared to Three Months Ended June 30, 2017
Net losses from investment activities increased by $67.0 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was primarily attributable to a decrease in the fair value of the Company’s investment in Athene Holding during the three months ended June 30, 2018 , as compared to the same period in 2017 . See note 6 to the condensed consolidated financial statements for further information regarding the Company’s investment in Athene Holding.
Net gains from investment activities of consolidated VIEs increase d by $3.1 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . See note 5 to the condensed consolidated financial statements for details regarding net gains from investment activities of consolidated VIEs.
Interest income increase d by $3.9 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 primarily due to additional interest income earned from money market funds and U.S. Treasury securities held after June 30, 2017 .
Other loss, net was $5.4 million during the three months ended June 30, 2018 , as compared to other income, net of $0.7 million during the the three months ended June 30, 2017 . This change was primarily attributable to an increase in foreign exchange losses during the three months ended June 30, 2018 , as compared to the same period in 2017 .
Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017
Net losses from investment activities were $134.6 million for the six months ended June 30, 2018 , as compared to net gains from investment activities of $34.0 million for the six months ended June 30, 2017 . This change was primarily attributable to a loss on the Company’s investment in Athene Holding during the six months ended June 30, 2018 , as compared to a gain in the Company’s investment in Athene Holding during the six months ended June 30, 2017 . See note 6 to the condensed consolidated financial statements for further information regarding the Company’s investment in Athene Holding.
Net gains from investment activities of consolidated VIEs increase d by $5.5 million for the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . See note 5 to the condensed consolidated financial statements for details regarding net gains from investment activities of consolidated VIEs.
Interest income increase d by $6.7 million for the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 primarily due to additional interest income earned from money market funds and U.S. Treasury securities held after June 30, 2017 .
Other loss, net was $1.2 million during the six months ended June 30, 2018 , as compared to other income, net of $19.4 million during the six months ended June 30, 2017 . This change was primarily attributable to insurance proceeds received during the six months ended June 30, 2017 in connection with fees and expenses incurred relating to a legal proceeding which did not recur in 2018.
Net Income Attributable to Non-Controlling Interests and Series A and Series B Preferred Shareholders
For information related to net income attributable to Non-Controlling Interests and net income attributable to Series A and Series B Preferred shareholders, see note 12 to the condensed consolidated financial statements.
Income Tax Provision
The Apollo Operating Group and its subsidiaries generally operate as partnerships for U.S. federal income tax purposes. As a result, only a portion of the income we earn is subject to corporate-level tax in the United States and foreign jurisdictions. The provision for income taxes includes federal, state and local income taxes in the United States and foreign income taxes.
Three Months Ended June 30, 2018 Compared to Three Months Ended June 30, 2017
The income tax provision was $18.9 million for three months ended June 30, 2018 , as compared to an income tax benefit of $0.8 million for the three months ended June 30, 2017 . The increase in the income tax provision was primarily due to an overall change in the mix of earnings when comparing the amount of earnings that are subject to corporate-level taxation to those earnings that are not subject to corporate-level tax as these earnings are passed through to Non-Controlling Interests and Class A shareholders. The provision for income taxes includes federal, state, local and foreign income taxes resulting in an effective income tax rate of 11.6% and (0.4)% for the three months ended June 30, 2018 and 2017 , respectively. The most significant reconciling items between our U.S. federal statutory income tax rate and our effective income tax rate were due to the following:

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(i) income passed through to Non-Controlling Interests; (ii) income passed through to Class A shareholders; and (iii) state and local income taxes including NYC UBT (see note 8 to the condensed consolidated financial statements for further details regarding the Company’s income tax provision).
Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017
The income tax provision decrease d by $10.9 million for the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . The decrease was due to the following: i) reduction in the federal corporate income tax rate from 35% to 21% as a result of legislative reforms in the TCJA enacted on December 22, 2017, ii) a decrease in pre-tax GAAP net income during the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 and iii) an overall change in the mix of earnings when comparing the amount of earnings that are subject to corporate-level taxation to those earnings that are not subject to corporate-level tax as these earnings are passed through to Non-Controlling Interests and Class A shareholders. The provision for income taxes includes federal, state, local and foreign income taxes resulting in an effective income tax rate of 44.4% and 6.5% for the six months ended June 30, 2018 and 2017 , respectively. The most significant reconciling items between our U.S. federal statutory income tax rate and our effective income tax rate were due to the following: (i) income passed through to Non-Controlling Interests; (ii) income passed through to Class A shareholders; and (iii) state and local income taxes including NYC UBT (see note 8 to the condensed consolidated financial statements for further details regarding the Company’s income tax provision).
Segment Analysis
Discussed below are our results of operations for each of our reportable segments. They represent the segment information available and utilized by our executive management, which consists of our Managing Partners, who operate collectively as our chief operating decision maker, to assess performance and to allocate resources. Management divides its operations into three reportable segments: credit, private equity and real assets. These segments were established based on the nature of investment activities in each underlying fund, including the specific type of investment made and the level of control over the investment. Segment results represent segment income (loss) before income tax provision excluding transaction-related charges arising from the 2007 private placement, and any acquisitions. Transaction-related charges include equity-based compensation charges, the amortization of intangible assets and contingent consideration and certain other charges associated with acquisitions. In addition, segment results exclude non-cash revenue and expense related to equity awards granted by unconsolidated related parties to employees of the Company, as well as the assets, liabilities and operating results of the funds and VIEs that are included in the condensed consolidated financial statements.
Our financial results vary, since performance fees, which generally constitute a large portion of the income from the funds that we manage, as well as the transaction and advisory fees that we receive, can vary significantly from quarter to quarter and year to year. As a result, we emphasize long-term financial growth and profitability to manage our business.

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Table of Contents

Credit
The following table sets forth our segment statement of operations information and EI within our credit segment.
 
For the Three Months Ended June 30,
 
Total Change
 
Percentage Change
 
For the Six Months Ended June 30,
 
Total Change
 
Percentage Change
 
2018
 
2017
 
 
 
2018
 
2017
 
 
 
(in thousands)
 
 
 
(in thousands)
 
 
Credit:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Management fees
$
184,587

 
$
169,856

 
$
14,731

 
8.7
 %
 
$
367,657

 
$
328,198

 
$
39,459

 
12.0
 %
Advisory and transaction fees, net
2,284

 
3,709

 
(1,425
)
 
(38.4
)
 
4,632

 
6,265

 
(1,633
)
 
(26.1
)
Performance fees (1) :
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized
7,649

 
26,921

 
(19,272
)
 
(71.6
)
 
35,360

 
33,243

 
2,117

 
6.4

Realized
64,797

 
57,119

 
7,678

 
13.4

 
79,854

 
88,055

 
(8,201
)
 
(9.3
)
Total performance fees
72,446

 
84,040

 
(11,594
)
 
(13.8
)
 
115,214

 
121,298

 
(6,084
)
 
(5.0
)
Principal investment income
10,888

 
5,856

 
5,032

 
85.9

 
16,297

 
12,339

 
3,958

 
32.1

Total Revenues
270,205

 
263,461

 
6,744

 
2.6

 
503,800

 
468,100

 
35,700

 
7.6

Expenses:
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Salary, bonus and benefits
57,894

 
59,244

 
(1,350
)
 
(2.3
)
 
118,968

 
114,126

 
4,842

 
4.2

Equity-based compensation
8,311

 
9,228

 
(917
)
 
(9.9
)
 
18,038

 
18,330

 
(292
)
 
(1.6
)
Profit sharing expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized
3,052

 
12,927

 
(9,875
)
 
(76.4
)
 
18,765

 
15,142

 
3,623

 
23.9

Realized
37,106

 
23,080

 
14,026

 
60.8

 
43,708

 
36,525

 
7,183

 
19.7

Realized: Equity-based
2,072

 
582

 
1,490

 
256.0

 
3,863

 
869

 
2,994

 
344.5

Total profit sharing expense
42,230

 
36,589

 
5,641

 
15.4

 
66,336

 
52,536

 
13,800

 
26.3

Total compensation and benefits
108,435

 
105,061

 
3,374

 
3.2

 
203,342

 
184,992

 
18,350

 
9.9

Non-compensation expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General, administrative and other
33,626

 
31,760

 
1,866

 
5.9

 
66,761

 
63,850

 
2,911

 
4.6

Placement fees
279

 
3,918

 
(3,639
)
 
(92.9
)
 
555

 
5,688

 
(5,133
)
 
(90.2
)
Total non-compensation expenses
33,905

 
35,678

 
(1,773
)
 
(5.0
)
 
67,316

 
69,538

 
(2,222
)
 
(3.2
)
Total Expenses
142,340

 
140,739

 
1,601

 
1.1

 
270,658

 
254,530

 
16,128

 
6.3

Other Income (Loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net gains (losses) from investment activities
(47,432
)
 
(299
)
 
(47,133
)
 
NM

 
(102,699
)
 
30,795

 
(133,494
)
 
NM

Net interest loss
(5,382
)
 
(6,484
)
 
1,102

 
(17.0
)
 
(10,353
)
 
(13,006
)
 
2,653

 
(20.4
)
Other income (loss), net
(2,319
)
 
(241
)
 
(2,078
)
 
NM

 
1,627

 
570

 
1,057

 
185.4

Total Other Income (Loss)
(55,133
)
 
(7,024
)
 
(48,109
)
 
NM

 
(111,425
)
 
18,359

 
(129,784
)
 
NM

Non-Controlling Interest
(1,364
)
 
(559
)
 
(805
)
 
144.0

 
(2,579
)
 
(1,493
)
 
(1,086
)
 
72.7

Economic Income
$
71,368

 
$
115,139

 
$
(43,771
)
 
(38.0
)%
 
$
119,138

 
$
230,436

 
$
(111,298
)
 
(48.3
)%
(1)
Performance fees includes performance allocations and incentive fees.
Revenues
Three Months Ended June 30, 2018 Compared to Three Months Ended June 30, 2017
Management fees increase d by $14.7 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was primarily attributable to an increase in management fees earned from Athene of $12.7 million during the three months ended June 30, 2018 , as compared to the same period during 2017 .
Advisory and transaction fees, net, decrease d by $1.4 million during the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was primarily driven by a decrease in net advisory and transaction fees earned with respect to COF III of $1.4 million during the three months ended June 30, 2018 , as compared to the same period during 2017 .
Performance fees decrease d by $11.6 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was primarily attributable to a decrease in performance fees earned from EPF II of $48.9 million, partially offset by (i) a reversal of the general partner obligation to return previously distributed performance fees for a drawdown fund of $17.3 million during the three months ended June 30, 2018 and (ii) increases in performance fees earned from

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Apollo Credit Strategies Master Fund Ltd., a strategic investment account and Apollo Structured Credit Recovery Master Fund IV, L.P. (“SCRF IV”) of $8.2 million, $6.7 million and $6.4 million, respectively.
The decrease in performance fees from EPF II was primarily attributable to decreased appreciation of German commercial real estate investments and a Spanish financial services investment held by the fund for the three months ended June 30, 2018 as compared to the same period in 2017. The increase in performance fees from Apollo Credit Strategies Master Fund Ltd. was primarily attributable to fundraising, which doubled the size of the fund, as well as increases in the market value of certain of the fund’s investments in the energy, media, retail, and sovereign finance industries. Performance fees from a strategic investment account increased as the incentive fees crystallized during the three months ended June 30, 2018. The increase in performance fees from SCRF IV was primarily due to the appreciation of a financial services portfolio company of the fund as well as strong performance in the fund’s CLO portfolio during the three months ended June 30, 2018.
Principal investment income increase d by $5.0 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was primarily driven by increase s in income from Apollo’s equity ownership interest in Redding Ridge and COF III of $3.1 million and $1.5 million, respectively, during the three months ended June 30, 2018 , as compared to the same period in 2017 .
Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017
Management fees increase d by $39.5 million for the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . This change was primarily attributable to increase s in management fees earned from Athene, EPF III and Apollo Total Return Fund L.P. of $21.5 million, $8.0 million and $5.9 million, respectively, during the six months ended June 30, 2018 , as compared to the same period during 2017 .
Advisory and transaction fees, net decrease d by $1.6 million during the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . This decrease was primarily driven by decrease s in net advisory and transaction fees earned with respect to COF III of $1.2 million during the six months ended June 30, 2018 , as compared to the same period during 2017 .
Performance fees decrease d by $6.1 million for the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . This change was primarily attributable to decrease s in performance fees earned from EPF II and Apollo Structured Recovery Master Fund III, L.P. (“SCRF III”) of $44.1 million and $8.4 million, respectively, during the six months ended June 30, 2018 , as compared to the same period during 2017 . The decrease was partially offset by (i) a reversal of the general partner obligation to return previously distributed performance fees for a drawdown fund of $17.3 million during the six months ended June 30, 2018 and (ii) increases in performance fees earned from Financial Credit Investment III, L.P. (“FCI III”), SCRF IV, Apollo Credit Strategies Master Fund Ltd. and MidCap of $9.7 million, $7.6 million, $6.5 million and $5.1 million, respectively.
The decrease in performance fees from EPF II was primarily attributable to decreased appreciation of German commercial real estate investments and a Spanish financial services investment held by the fund for the six months ended June 30, 2018 as compared to the same period in 2017. The decrease in performance fees earned from SCRF III was attributable to performance fees being generated at a slower rate compared to the same period in 2017 as the fund has unwound its portfolio.
The increase in performance fees earned from FCI III was due to significant realizations of the fund’s life settlements portfolio during the six months ended June 30, 2018. The increase in performance fees earned from SCRF IV was primarily due to the appreciation of a financial services portfolio company of the fund as well as strong performance in the fund’s CLO portfolio during the six months ended June 30, 2018. The increase in performance fees earned from Apollo Credit Strategies Master Fund Ltd. was primarily attributable to fundraising, which doubled the size of the fund, as well as increases in the market value of certain of the fund’s investments in the retail, food and beverage, media, and telecommunications industries. The increase in performance fees earned from MidCap was a result of higher earnings driven by stronger loan portfolio returns and fee income during the six months ended June 30, 2018 , as compared to the same period in 2017 .
Principal investment income increase d by $4.0 million for the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . This change was primarily driven by increase s in income from Apollo’s equity ownership interest in Redding Ridge and AEOF of $3.1 million and $1.4 million, respectively, during the six months ended June 30, 2018 , as compared to the same period in 2017 .
Expenses
Three Months Ended June 30, 2018 Compared to Three Months Ended June 30, 2017
Compensation and benefits expense increase d by $3.4 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was primarily due to an increase in profit sharing expense of $5.6 million ,

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partially offset by a decrease in salary, bonus and benefits of $1.4 million during the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . Realized profit sharing expense increased as a result of a corresponding increase in realized performance fees while unrealized profit sharing expense decreased as a result of a corresponding decrease in unrealized performance fees. In any period the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance fees in the period. Additionally, profit sharing expense increased as a result of grants of RSUs under the 2007 Equity Plan during the three months ended June 30, 2018 (see note  11  to the condensed consolidated financial statements).
Included in profit sharing expense is $7.7 million and $6.1 million related to the Incentive Pool for the three months ended June 30, 2018 and 2017 , respectively. The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular period.
General, administrative and other increase d by $1.9 million during the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . The change was primarily driven by an increase in professional fees, partially offset by a decrease in new fund organizational expenses related to EPF III during the three months ended June 30, 2018 , as compared to the same period in 2017 .
Placement fees decrease d by $3.6 million during the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was primarily driven by placement fees incurred in connection with capital raising activity relating to EPF III of $3.6 million during the three months ended June 30, 2017 .
Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017
Compensation and benefits expense increase d by $18.4 million for the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . This change was primarily attributable to an increase in profit sharing expense of $13.8 million during the six months ended June 30, 2018 , as compared to the same period in 2017 . Profit sharing expense increase d as a result of grants of RSUs under the 2007 Equity Plan during the six months ended June 30, 2018 (see note 11 to the condensed consolidated financial statements). In addition, the change was attributable to an increase in salary, bonus and benefits of $4.8 million during the six months ended June 30, 2018 , as compared to the same period in 2017 , primarily due to increased headcount.
Included in profit sharing expense is $8.6 million related to the Incentive Pool for both the six months ended June 30, 2018 and 2017 . The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular period.
General, administrative and other increase d by $2.9 million during the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . The change was primarily driven by an increase in professional fees, partially offset by a decrease in new fund organizational expenses related to EPF III during the six months ended June 30, 2018 , as compared to the same period in 2017 .
Placement fees decrease d by $5.1 million during the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . This change was primarily driven by placement fees incurred in connection with capital raising activity relating to EPF III of $4.9 million during the six months ended June 30, 2017 .
Other Income (Loss)
Three Months Ended June 30, 2018 Compared to Three Months Ended June 30, 2017
Net losses from investment activities increased by $47.1 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was primarily attributable to a decrease in the fair value of the Company’s investment in Athene during the  three months ended June 30, 2018 as compared to the same period in 2017 . See note 6 to the condensed consolidated financial statements for further information regarding the Company’s investment in Athene Holding.
Net interest loss decrease d by $1.1 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 , primarily due to additional interest income earned from money market funds and U.S. Treasury securities held after June 30, 2017 . Interest income was partially offset by additional interest expense incurred during the three months ended June 30, 2018  as a result of the issuance of the 2048 Senior Notes in March 2018, as described in note  9  to our condensed consolidated  financial statements.
Other loss, net increased by $2.1 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 , primarily attributable to an increase in foreign exchange losses during the three months ended June 30, 2018 as compared to the same period in 2017 .

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Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017
Net losses from investment activities were $102.7 million for the six months ended June 30, 2018 , as compared to net gains from investment activities of $30.8 million for the six months ended June 30, 2017 . This change was primarily attributable to a loss on the Company’s investment in Athene Holding during the six months ended June 30, 2018 , as compared to a gain on the Company’s investment in Athene Holding during the six months ended June 30, 2017 . See note 6 to the condensed consolidated financial statements for further information regarding the Company’s investment in Athene Holding.
Net interest loss decrease d by $2.7 million for the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 , primarily due to additional interest income earned from money market funds and U.S. Treasury securities held after June 30, 2017 . Interest income was partially offset by additional interest expense incurred during the six months ended June 30, 2018  as a result of the issuance of the 2048 Senior Notes in March 2018, as described in note  9  to our condensed consolidated  financial statements.
Other income, net increase d by $1.1 million for the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . This change was primarily attributable to income of $3.8 million recognized from the assignment of a CLO collateral management agreement during the six months ended June 30, 2018 . The increase was partially offset by an increase in foreign exchange losses during the six months ended June 30, 2018 as compared to the same period in 2017 .
Non-Controlling Interests
For information related to Non-Controlling Interests, see note 12 to the condensed consolidated financial statements for further details.

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Private Equity
The following table sets forth our segment statement of operations information and our supplemental performance measure, EI, within our private equity segment.
 
For the Three Months Ended June 30,
 
Total Change
 
Percentage Change
 
For the Six Months Ended June 30,
 
Total Change
 
Percentage Change
 
2018
 
2017
 
 
2018
 
2017
 
 
 
(in thousands)
 
 
 
(in thousands)
 
 
Private Equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Management fees
$
122,812

 
$
77,275

 
$
45,537

 
58.9
 %
 
$
193,972

 
$
154,673

 
$
39,299

 
25.4
 %
Advisory and transaction fees, net
13,294

 
19,302

 
(6,008
)
 
(31.1
)
 
23,892

 
31,074

 
(7,182
)
 
(23.1
)
Performance fees (1) :
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized
13,228

 
(98,372
)
 
111,600

 
NM

 
(432,240
)
 
65,247

 
(497,487
)
 
NM

Realized
52,641

 
136,497

 
(83,856
)
 
(61.4
)
 
331,916

 
291,958

 
39,958

 
13.7

Total performance fees
65,869

 
38,125

 
27,744

 
72.8

 
(100,324
)
 
357,205

 
(457,529
)
 
NM

Principal investment income (loss)
11,105

 
10,348

 
757

 
7.3

 
(6,426
)
 
42,076

 
(48,502
)
 
NM

Total Revenues
213,080

 
145,050

 
68,030

 
46.9

 
111,114

 
585,028

 
(473,914
)
 
(81.0
)
Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Salary, bonus and benefits
36,509

 
30,294

 
6,215

 
20.5

 
71,530

 
61,763

 
9,767

 
15.8

Equity-based compensation
6,875

 
7,704

 
(829
)
 
(10.8
)
 
13,647

 
14,799

 
(1,152
)
 
(7.8
)
Profit sharing expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized
6,380

 
(34,983
)
 
41,363

 
NM

 
(131,253
)
 
20,033

 
(151,286
)
 
NM

Realized
31,644

 
53,137

 
(21,493
)
 
(40.4
)
 
133,726

 
128,389

 
5,337

 
4.2

Realized: Equity-based
15,483

 
462

 
15,021

 
NM

 
28,084

 
462

 
27,622

 
NM

Total profit sharing expense
53,507

 
18,616

 
34,891

 
187.4

 
30,557

 
148,884

 
(118,327
)
 
(79.5
)
Total compensation and benefits
96,891

 
56,614

 
40,277

 
71.1

 
115,734

 
225,446

 
(109,712
)
 
(48.7
)
Non-compensation expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General, administrative and other
15,740

 
16,617

 
(877
)
 
(5.3
)
 
30,838

 
33,977

 
(3,139
)
 
(9.2
)
Placement fees
32

 
1,341

 
(1,309
)
 
(97.6
)
 
83

 
1,475

 
(1,392
)
 
(94.4
)
Total non-compensation expenses
15,772

 
17,958

 
(2,186
)
 
(12.2
)
 
30,921

 
35,452

 
(4,531
)
 
(12.8
)
Total Expenses
112,663

 
74,572

 
38,091

 
51.1

 
146,655

 
260,898

 
(114,243
)
 
(43.8
)
Other Income (Loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net gains (losses) from investment activities
(20,137
)
 
(100
)
 
(20,037
)
 
NM

 
(32,014
)
 
3,296

 
(35,310
)
 
NM

Net interest loss
(3,857
)
 
(4,336
)
 
479

 
(11.0
)
 
(7,784
)
 
(8,578
)
 
794

 
(9.3
)
Other income (loss), net
(2,398
)
 
781

 
(3,179
)
 
NM

 
(2,147
)
 
18,571

 
(20,718
)
 
NM

Total Other Income (Loss)
(26,392
)
 
(3,655
)
 
(22,737
)
 
NM

 
(41,945
)
 
13,289

 
(55,234
)
 
NM

Economic Income (Loss)
$
74,025

 
$
66,823

 
$
7,202

 
10.8
 %
 
$
(77,486
)
 
$
337,419

 
$
(414,905
)
 
NM

(1)
Performance fees includes performance allocations and incentive fees.
Revenues
Three Months Ended June 30, 2018 Compared to Three Months Ended June 30, 2017
Management fees increase d by $45.5 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was primarily attributable to the commencement of Fund IX’s investment period in April 2018, resulting in $80.4 million in management fees during the three months ended June 30, 2018 . The increase in management fees was partially offset by decreased management fees earned from Fund VIII and Fund VI of $27.4 million and $6.4 million, respectively, during the three months ended June 30, 2018 as compared to the three months ended June 30, 2017 . The decrease in management fees earned from Fund VIII was the result of a change in the basis upon which management fees are earned from capital commitments to invested capital. The decrease in management fees earned from Fund VI resulted from the termination of the fund’s management fees.
Advisory and transaction fees, net decrease d by $6.0 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was primarily attributable to a decrease in net advisory and transaction fees earned with respect to Fund VIII’s portfolio companies of $7.5 million during the three months ended June 30, 2018 as compared to the three months ended June 30, 2017 .

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Performance fees increase d by $27.7 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was primarily attributable to increase s in performance fees earned from Fund VII, ANRP I, and ANRP II of $62.5 million, $50.6 million and $9.5 million, respectively, partially offset by decreases in performance fees earned from Fund VI and Fund VIII of $63.1 million and $33.9 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . The increase in performance fees from Fund VII was primarily driven by appreciation in the value of the fund’s public portfolio companies in the energy sector and the increases from ANRP I and ANRP II were driven by lower depreciation in the value of the funds’ public portfolio companies. The decrease in the performance fees earned from Fund VI was primarily driven by depreciation in the value of the fund’s public portfolio companies in the leisure sector. The decrease in performance fees earned from Fund VIII was primarily driven by lower appreciation in the value of the fund’s private portfolio companies.
Principal investment income increase d by $0.8 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was primarily attributable to increases in income from Apollo’s equity ownership interest in Fund VII and ANRP II of $3.8 million and $2.3 million, respectively, offset by decreases in income from Apollo’s equity ownership interest in Fund VIII and AION of $4.3 million and $0.9 million, respectively, during the three months ended June 30, 2018 , as compared to the same period in 2017 .
Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017
Management fees increase d by $39.3 million for the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . This change was primarily attributable to the commencement of Fund IX’s investment period in April 2018, resulting in $80.4 million in management fees during the six months ended June 30, 2018 . The increase in management fees was partially offset by decreased management fees earned from Fund VIII and Fund VI of $27.4 million and $12.0 million, respectively, during the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 . The decrease in management fees earned from Fund VIII was the result of a change in the basis upon which management fees are earned from capital commitments to invested capital. The decrease in management fees earned from Fund VI resulted from the termination of the fund’s management fee agreement.
Advisory and transaction fees, net decrease d by $7.2 million for the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . This change was primarily attributable to a decrease in net advisory and transaction fees earned with respect to Fund VIII’s portfolio companies of $9.9 million, partially offset by an increase in net advisory and transaction fees earned with respect to ANRP II’s portfolio companies of $1.5 million during the six months ended June 30, 2018 , as compared to the same period during 2017 .
Performance fees were $(100.3) million for the six months ended June 30, 2018 , as compared to performance fees of $357.2 million for the six months ended June 30, 2017 . This change was primarily attributable to decreases in performance fees earned from Fund VIII, Fund VI and AAA/Other of $358.3 million, $102.4 million and $31.6 million, respectively during the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 . The decrease in performance fees earned from Fund VIII was primarily driven by depreciation in the value of the fund’s public portfolio companies and the decrease in Fund VI was primarily driven by depreciation in value in the funds’ public portfolio companies in the leisure sector. The decrease in performance fees earned from AAA/Other was a result of depreciation in the share price of Athene Holding. The decreases in performance fees were partially offset by an increase in performance fees earned from Fund VII of $45.9 million during the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 . The increase in performance fees earned from Fund VII was primarily driven by appreciation in the value of the fund’s public portfolio companies in the energy sector.
Principal investment loss was $6.4 million for the six months ended June 30, 2018 , as compared principal investment income of $42.1 million for the six months ended June 30, 2017 . This change was primarily attributable to decreases in income from Apollo’s equity ownership interest in Fund VIII of $42.9 million during the six months ended June 30, 2018 , as compared to the same period in 2017 .
Expenses
Three Months Ended June 30, 2018 Compared to Three Months Ended June 30, 2017
Compensation and benefits expense increase d by $40.3 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was primarily attributable to an increase in profit sharing expense of $34.9 million as a result of a corresponding increase in performance fees as described above. In any period the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds that are generating performance fees in the period.
Included in profit sharing expense is $10.9 million and $15.8 million related to the Incentive Pool for the three months ended June 30, 2018 and 2017 , respectively. The Incentive Pool is separate from the fund related profit sharing expense and may

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result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular period.
Placement fees decrease d by $1.3 million during the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was primarily driven by placement fees incurred in connection with capital raising activity relating to Fund IX of $1.3 million during the three months ended June 30, 2017 .
Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017
Compensation and benefits expense decrease d by $109.7 million for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 . This change was primarily attributable to a decrease in profit sharing expense of $118.3 million during the six months ended June 30, 2018 , as compared to the same period in 2017 , as a result of a corresponding decrease in performance fees as described above. In any period the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance fees in the period.
Included in profit sharing expense is $25.0 million and $31.2 million related to the Incentive Pool for the six months ended June 30, 2018 and 2017 , respectively. The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular period.
General, administrative and other decrease d by $3.1 million during the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . The change was primarily driven by a decrease in new fund organizational expenses related to the launch of Fund IX, offset by increased professional fees during the three months ended June 30, 2018 , as compared to the same period in 2017 .
Placement fees decrease d by $1.4 million during the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . This change was primarily driven by placement fees incurred in connection with capital raising activity relating to Fund IX of $1.3 million during the six months ended June 30, 2017 .
Other Income (Loss)
Three Months Ended June 30, 2018 Compared to Three Months Ended June 30, 2017
Net losses from investment activities increased by $20.0 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was primarily attributable to a decrease in the fair value of the Company’s investment in Athene Holding during the  three months ended June 30, 2018 as compared to the same period in 2017 . See note 6 to the condensed consolidated financial statements for further information regarding the Company’s investment in Athene Holding.
Other loss, net was $2.4 million for the three months ended June 30, 2018 , as compared to other income, net of $0.8 million for the three months ended June 30, 2017 , primarily attributable to foreign exchange losses during the three months ended June 30, 2018 as compared to foreign exchange gains during the same period in 2017 .
Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017
Net losses from investment activities were $32.0 million for the six months ended June 30, 2018 , as compared to net gains from investment activities of $3.3 million for the six months ended June 30, 2017 . This change was primarily attributable to a loss on the Company’s investment in Athene Holding during the six months ended June 30, 2018 , as compared to a gain on the Company’s investment in Athene Holding during the six months ended June 30, 2017 . See note 6 to the condensed consolidated financial statements for further information regarding the Company’s investment in Athene Holding.
Other loss, net was $2.1 million for the six months ended June 30, 2018 , as compared to other income, net of $18.6 million for the six months ended June 30, 2017 . This change was primarily attributable to insurance proceeds of $17.5 million received during the six months ended June 30, 2017 in connection with fees and expenses relating to a legal proceeding.

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Real Assets
The following table sets forth our segment statement of operations information and EI within our real assets segment.
 
For the Three Months Ended June 30,
 
Total Change
 
Percentage Change
 
For the Six Months Ended June 30,
 
Total Change
 
Percentage Change
 
2018
 
2017
 
 
 
2018
 
2017
 
 
 
(in thousands)
 
 
 
(in thousands)
 
 
Real Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Management fees
$
18,465

 
$
19,777

 
$
(1,312
)
 
(6.6
)%
 
$
36,438

 
$
36,090

 
$
348

 
1.0
 %
Advisory and transaction fees, net
2

 
618

 
(616
)
 
(99.7
)
 
50

 
1,357

 
(1,307
)
 
(96.3
)
Performance fees (1) :
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized
(258
)
 
926

 
(1,184
)
 
NM

 
(2,923
)
 
3,530

 
(6,453
)
 
NM

Realized
2,802

 
5,175

 
(2,373
)
 
(45.9
)
 
5,928

 
5,239

 
689

 
13.2

Total performance fees
2,544

 
6,101

 
(3,557
)
 
(58.3
)
 
3,005

 
8,769

 
(5,764
)
 
(65.7
)
Principal investment income
799

 
1,015

 
(216
)
 
(21.3
)
 
317

 
2,018

 
(1,701
)
 
(84.3
)
Total Revenues
21,810

 
27,511

 
(5,701
)
 
(20.7
)
 
39,810

 
48,234

 
(8,424
)
 
(17.5
)
Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and benefits:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Salary, bonus and benefits
10,098

 
9,022

 
1,076

 
11.9

 
20,534

 
17,392

 
3,142

 
18.1

Equity-based compensation
847

 
634

 
213

 
33.6

 
1,706

 
1,182

 
524

 
44.3

Profit sharing expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized
(307
)
 
(70
)
 
(237
)
 
338.6

 
(1,398
)
 
1,964

 
(3,362
)
 
NM

Realized
1,060

 
2,866

 
(1,806
)
 
(63.0
)
 
2,646

 
2,892

 
(246
)
 
(8.5
)
Equity-based
290

 
—

 
290

 
NM

 
539

 
—

 
539

 
NM

Total profit sharing expense
1,043

 
2,796

 
(1,753
)
 
(62.7
)
 
1,787

 
4,856

 
(3,069
)
 
(63.2
)
Total compensation and benefits
11,988

 
12,452

 
(464
)
 
(3.7
)
 
24,027

 
23,430

 
597

 
2.5

Non-compensation expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General, administrative and other
6,310

 
5,297

 
1,013

 
19.1

 
12,452

 
9,779

 
2,673

 
27.3

Total non-compensation expenses
6,310

 
5,297

 
1,013

 
19.1

 
12,452

 
9,779

 
2,673

 
27.3

Total Expenses
18,298

 
17,749

 
549

 
3.1

 
36,479

 
33,209

 
3,270

 
9.8

Other Loss:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net gains from investment activities
4

 
—

 
4

 
NM

 
11

 
—

 
11

 
NM

Net interest loss
(1,097
)
 
(1,247
)
 
150

 
(12.0
)
 
(2,140
)
 
(2,471
)
 
331

 
(13.4)
Other income (loss), net
(699
)
 
240

 
(939
)
 
NM

 
(636
)
 
303

 
(939
)
 
NM

Total Other Loss
(1,792
)
 
(1,007
)
 
(785
)
 
78.0

 
(2,765
)
 
(2,168
)
 
(597
)
 
27.5

Economic Income
$
1,720

 
$
8,755

 
$
(7,035
)
 
(80.4
)%
 
$
566

 
$
12,857

 
$
(12,291
)
 
(95.6
)%
(1)
Performance fees includes performance allocations and incentive fees.
Revenues
Three Months Ended June 30, 2018 Compared to Three Months Ended June 30, 2017
Management fees decrease d by $1.3 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was primarily attributable to decreases in management fees earned from Trophy Property Development Fund, L.P. and Apollo Asia Real Estate Fund L.P. (“Asia RE Fund”) of $0.8 million and $0.8 million, respectively, during the three months ended June 30, 2018 , as compared to the same period during 2017 . The decrease was partially offset by an increase in management fees earned from ARI of $0.7 million during the three months ended June 30, 2018 , as compared to the same period during 2017 .
Advisory and transaction fees, net, decrease d by $0.6 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was primarily attributable to a decrease in net advisory and transaction fees earned with respect to AGRE Debt Fund I, L.P. (“AGRE Debt Fund I”) of $0.6 million during the three months ended June 30, 2018 , as compared to the same period during 2017 .
Performance fees decrease d by $3.6 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was primarily attributable to a decrease in performance fees earned from strategic investment accounts and U.S. RE Fund I of $2.6 million and $0.8 million, respectively. The decrease in performance fees earned from strategic investment accounts is primarily due to the reversal of cumulative unrealized performance fees for one of our strategic investment

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accounts that invests in Asia. This was partially offset by appreciation in the Asia RE Fund, resulting in unrealized performance fees of $0.9 million. Performance fees earned from U.S. RE Fund I were generated at a slower rate during the three months ended June 30, 2018 compared to the same period during 2017 as the fund continued to harvest investments during the three months ended June 30, 2018.
Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017
Advisory and transaction fees, net, decrease d by $1.3 million for the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . This change was primarily attributable to a decrease in net advisory and transaction fees earned with respect to AGRE Debt Fund I of $1.3 million during the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 .
Performance fees decrease d by $5.8 million for the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . Performance fees earned from certain funds, including U.S. RE Fund I, includes an allocation of performance fees from a strategic investment account that invests in the funds. This change was primarily attributable to decreases in performance fees earned from strategic investment accounts and U.S. RE Fund I of $3.2 million and $1.9 million, respectively, during the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . The decrease in performance fees earned from strategic investment accounts is primarily due to the reversal of cumulative unrealized performance fees for one of our strategic investment accounts that invests in Asia. Performance fees earned from U.S. RE Fund I was generated at a slower rate during the six months ended June 30, 2018 compared to the same period during 2017, as the fund continued to harvest investments during the six months ended June 30, 2018.
Principal investment income decrease d by $1.7 million for the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . This change was driven by decrease s in the income from Apollo’s equity ownership interest in U.S. RE Fund I and ARI of $1.0 million and $0.4 million, respectively, during the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 .
Expenses
Three Months Ended June 30, 2018 Compared to Three Months Ended June 30, 2017
Compensation and benefits decrease d by $0.5 million for the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was primarily attributable to a decrease in profit sharing expense of $1.8 million during the three months ended June 30, 2018 as compared to the three months ended June 30, 2017 as a result of a corresponding decrease in performance fees as described above. In any period the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance fees in the period. This decrease was partially offset by an increase in salary, bonus and benefits of $1.1 million during the three months ended June 30, 2018 as compared to the same period in 2017 primarily due to increased headcount.
Included in profit sharing expense is $0.3 million and $0.4 million related to the Incentive Pool for the three months ended June 30, 2018 and 2017 , respectively. The Incentive Pool is separate from the fund related profit sharing expense and may result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular quarter.
General, administrative and other increase d by $1.0 million during the three months ended June 30, 2018 , as compared to the three months ended June 30, 2017 . This change was primarily attributable to an increase in professional fees and other miscellaneous expenses during the three months ended June 30, 2018 as compared to the same period in 2017 .
Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017
Compensation and benefits increase d by $0.6 million for the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . Salary, bonus and benefits increased by $3.1 million during the six months ended June 30, 2018 , as compared to the same period during 2017 primarily due to increased headcount. In addition, equity-based compensation increased $0.5 million during the six months ended June 30, 2018 , as compared to the same period during 2017 . These increase s were partially offset by a decrease in profit sharing expense of $3.1 million during the six months ended June 30, 2018 , as compared to the same period in 2017 , as a result of a corresponding decrease in performance fees as described above. In any period the blended profit sharing percentage is impacted by the respective profit sharing ratios of the funds generating performance fees in the period.
Included in profit sharing expense is $0.8 million and $0.4 million related to the Incentive Pool for the six months ended June 30, 2018 and 2017 , respectively. The Incentive Pool is separate from the fund related profit sharing expense and may

- 103 -

result in greater variability in compensation and have a variable impact on the blended profit sharing percentage during a particular period.
General, administrative and other increase d by $2.7 million during the six months ended June 30, 2018 , as compared to the six months ended June 30, 2017 . This change was primarily attributable to increase s in professional fees and other miscellaneous expenses during the six months ended June 30, 2018 as compared to the same period in 2017 .
Summary of Fee Related Earnings
The following table is a summary of Fee Related Earnings.
 
For the Three Months Ended
June 30,
 
For the Six Months Ended
June 30,
 
2018
 
2017
 
2018
 
2017
 
(in thousands)
Management Fees
$
325,864

 
$
266,908

 
$
598,067

 
$
518,961

Advisory and Transaction Fees, net
15,580

 
23,629

 
28,574

 
38,696

Performance fees (1)
5,766

 
5,737

 
11,041

 
6,463

Salary, Bonus and Benefits
(104,501
)
 
(98,560
)
 
(211,032
)
 
(193,281
)
Non-compensation Expenses
(55,987
)
 
(58,933
)
 
(110,689
)
 
(114,769
)
Other Income attributable to Fee Related Earnings (2)
313

 
2,242

 
5,188

 
20,362

Non-Controlling Interest
(1,364
)
 
(559
)
 
(2,579
)
 
(1,493
)
Fee Related Earnings
$
185,671

 
$
140,464

 
$
318,570

 
$
274,939

(1)
Represents performance fees earned from a publicly traded business development company we manage.
(2)
Includes $17.5 million in insurance proceeds recognized in connection with fees and expenses relating to a legal proceeding during the six months ended June 30, 2017 .
Summary of Distributable Earnings
The following table is a reconciliation of Distributable Earnings per share of common and equivalents to net distribution per share of common and equivalent.
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(in thousands, except per share data)
Distributable Earnings
$
241,022

 
$
257,706

 
$
447,775

 
$
497,311

Taxes and related payables (1)
(13,838
)
 
(6,724
)
 
(25,036
)
 
(13,072
)
Preferred distributions
(8,952
)
 
(4,772
)
 
(13,335
)
 
(4,772
)
Distributable Earnings After Taxes and Related Payables
218,232

 
246,210

 
409,404

 
479,467

Add back: Tax and related payables attributable to common and equivalents
11,808

 
4,825

 
20,975

 
9,385

Distributable Earnings before certain payables (2)
230,040

 
251,035

 
430,379

 
488,852

     Percent to common and equivalents
51
%
 
49
%
 
51
%
 
49
%
Distributable Earnings before other payables attributable to common and equivalents
117,351

 
122,265

 
219,551

 
238,093

Less: Taxes and related payables attributable to common and equivalents
(11,808
)
 
(4,825
)
 
(20,975
)
 
(9,385
)
Distributable Earnings attributable to common and equivalents
$
105,543

 
$
117,440

 
$
198,576

 
$
228,708

Distributable Earnings per share of common and equivalent (3)
$
0.53

 
$
0.60

 
$
0.99

 
$
1.17

Retained capital per share of common and equivalent (3)(4)
(0.10
)
 
(0.08
)
 
(0.18
)
 
(0.16
)
Net distribution per share of common and equivalent (3)
$
0.43

 
$
0.52

 
$
0.81

 
$
1.01

(1)
Represents the estimated current corporate, local and non-U.S. taxes as well as the payable under Apollo’s tax receivable agreement. DE After Taxes and Related Payables is calculated after current taxes and the impact of the tax receivable agreement (“TRA”). The TRA component of taxes used in calculating DE After Taxes was previously estimated based on the tax asset used to reduce the prior year’s tax liability. In 2018, the DE effective tax rate, using this estimation methodology, results in an increase in the tax rate despite the significantly reduced federal tax rate under tax reform. We believe it is more meaningful to estimate the current year impact of the TRA component of

- 104 -

taxes when calculating DE After Taxes. The impact of this change is not significant to DE After Taxes and Related Payables as previously reported; DE After Taxes and Related Payables would have been $238.5 million and $463.7 million for the three and six months ended June 30, 2017 , respectively.
(2)
Distributable earnings before certain payables represents Distributable Earnings before the deduction for the estimated current corporate taxes and the payable under Apollo’s TRA.
(3)
Per share calculations are based on end of period Distributable Earnings Shares Outstanding, which consists of total Class A shares outstanding, AOG Units and RSUs that participate in distributions (collectively referred to as “common & equivalents”).
(4)
Retained capital is withheld pro-rata from common and equivalent holders and AOG Unit holders.

- 105 -

Summary of Non-U.S. GAAP Measures
The table below sets forth a reconciliation of net income (loss) attributable Apollo Global Management, LLC Class A Shareholders to our non-U.S. GAAP performance measures:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(in thousands)
Net Income (Loss) Attributable to Apollo Global Management, LLC Class A Shareholders
$
54,658

 
$
86,908

 
$
(7,987
)
 
$
232,104

Preferred distributions
8,952

 
4,772

 
13,335

 
4,772

Net income attributable to Non-Controlling Interests in consolidated entities
8,716

 
4,535

 
14,695

 
7,919

Net income attributable to Non-Controlling Interests in the Apollo Operating Group
71,484

 
96,727

 
14,419

 
303,177

Net Income
$
143,810

 
$
192,942

 
$
34,462

 
$
547,972

Income tax provision (benefit)
18,924

 
(777
)
 
27,504

 
38,384

Income Before Income Tax Provision (Benefit)
$
162,734

 
$
192,165

 
$
61,966

 
$
586,356

Transaction-related charges and equity-based compensation
(6,905
)
 
3,087

 
(5,053
)
 
2,275

Net income attributable to Non-Controlling Interests in consolidated entities
(8,716
)
 
(4,535
)
 
(14,695
)
 
(7,919
)
Economic Income (1)
$
147,113

 
$
190,717

 
$
42,218

 
$
580,712

Income tax provision on Economic Income
(29,690
)
 
(2,397
)
 
(41,426
)
 
(60,769
)
Preferred distributions
(8,952
)
 
(4,772
)
 
(13,335
)
 
(4,772
)
Economic Net Income (Loss)
$
108,471

 
$
183,548

 
$
(12,543
)
 
$
515,171

Preferred distributions
8,952

 
4,772

 
13,335

 
4,772

Income tax provision on Economic Income
29,690

 
2,397

 
41,426

 
60,769

Performance fees (2)
(135,093
)
 
(122,529
)
 
(6,854
)
 
(480,809
)
Profit sharing expense
96,780

 
58,001

 
98,680

 
206,276

Equity-based compensation (3)
16,033

 
17,566

 
33,391

 
34,311

Principal investment income
(22,792
)
 
(17,219
)
 
(10,188
)
 
(56,433
)
Net (gains) losses from investment activities
67,565

 
399

 
134,702

 
(34,091
)
Net interest loss
10,336

 
12,067

 
20,277

 
24,055

Other
5,729

 
1,462

 
6,344

 
918

Fee Related Earnings
$
185,671

 
$
140,464

 
$
318,570

 
$
274,939

Depreciation, amortization and other, net
2,493

 
2,522

 
5,082

 
5,035

Fee Related EBITDA
$
188,164

 
$
142,986

 
$
323,652

 
$
279,974

Realized performance fees (4)
114,474

 
193,054

 
236,776

 
378,789

Realized profit sharing expense (4)
(69,810
)
 
(79,083
)
 
(133,457
)
 
(167,806
)
Fee Related EBITDA + 100% of Net Realized Performance Fees
$
232,828

 
$
256,957

 
$
426,971

 
$
490,957

Non-cash revenues
(843
)
 
(842
)
 
(1,685
)
 
(1,685
)
Realized principal investment income
19,373

 
13,658

 
42,766

 
32,094

Net interest loss
(10,336
)
 
(12,067
)
 
(20,277
)
 
(24,055
)
Distributable Earnings
$
241,022

 
$
257,706

 
$
447,775

 
$
497,311

Taxes and related payables
(13,838
)
 
(6,724
)
 
(25,036
)
 
(13,072
)
Preferred distributions
(8,952
)
 
(4,772
)
 
(13,335
)
 
(4,772
)
Distributable Earnings After Taxes and Related Payables
$
218,232

 
$
246,210

 
$
409,404

 
$
479,467

(1)
See note 15 for more details regarding Economic Income for the combined segments.
(2)
Excludes performance fees from a publicly traded business development company we manage.
(3)
Includes equity-based compensation related to RSUs (excluding RSUs granted in connection with the 2007 private placement), share options and restricted share awards.
(4)
Excludes realized performance fees and realized profit sharing expense in the form of Athene shares.

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Liquidity and Capital Resources
Overview
Apollo’s business model primarily derives revenues and cash flows from the assets it manages. Apollo targets operating expense levels such that fee income exceeds total operating expenses each period. The company intends to distribute to its shareholders on a quarterly basis substantially all of its distributable earnings after taxes and related payables in excess of amounts determined to be necessary or appropriate to provide for the conduct of the business. As a result, the Company requires limited capital resources to support the working capital or operating needs of the business. While primarily met by cash flows generated through fee income received, liquidity needs are also met (to a limited extent) through proceeds from borrowings and equity issuances as described in note 9 and note 12 to the condensed consolidated financial statements, respectively. The Company had cash and cash equivalents of $1.1 billion at June 30, 2018 .
Primary Sources & Uses of Cash
The Company has multiple sources of short-term liquidity to meet its capital needs, including cash on hand, annual cash flows from its activities, and available funds from the Company’s $500 million revolving credit facility as of June 30, 2018 . The revolving credit facility was refinanced in July 2018 to a $750 million revolving credit facility with a final maturity of 2023. The Company believes these sources will be sufficient to fund our capital needs for at least the next twelve months. If the Company determines that market conditions are favorable after taking into account our liquidity requirements, we may seek to issue additional senior notes, preferred equity, or other financing instruments.
The section below discusses in more detail the Company’s primary sources and uses of cash and the primary drivers of cash flows within the Company’s condensed consolidated statements of cash flows:
 
For the Six Months Ended June 30,
 
2018
 
2017
 
(in thousands)
Operating Activities
$
395,075

 
$
419,969

Investing Activities
223,551

 
(18,400
)
Financing Activities
(310,719
)
 
(131,005
)
Net Increase in Cash and Cash Equivalents, Restricted Cash and Cash Held at Consolidated Variable Interest Entities
$
307,907

 
$
270,564

Operating Activities
The Company’s operating activities support its asset management activities. The primary sources of cash within the operating activities section include: (a) management fees, (b) advisory and transaction fees, (c) realized performance revenues, and (d) realized principal investment income. The primary uses of cash within the operating activities section include: (a) compensation and non-compensation related expenses, (b) placement fees, and (c) interest and taxes.
•
During the six months ended June 30, 2018 and 2017 , cash provided by operating activities primarily include cash inflows from the receipt of management fees, advisory and transaction fees, realized performance revenues, and realized principal investment income, offset by cash outflows for compensation, general, administrative, and other expenses. Net cash provided by operating activities also reflects the operating activity of our consolidated funds and VIEs, which primarily include cash inflows from the sale of investments offset by cash outflows for purchases of investments.
Investing Activities
The Company’s investing activities support growth of its business. The primary sources of cash within the investing activities section include distributions from investments. The primary uses of cash within the investing activities section include: (a) capital expenditures, (b) investment purchases, including purchases of U.S. Treasury securities, and (c) equity method investments in the funds we manage.
•
During the six months ended June 30, 2018 , cash provided by investing activities primarily reflected proceeds from maturities of U.S. Treasury securities, offset by purchases of U.S. Treasury securities and other investments and net contributions to equity method investments.
•
During the six months ended June 30, 2017 , cash used by investing activities primarily reflected net contributions to equity method investments, offset by repayment of related party loans.

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Financing Activities
The Company’s financing activities reflect its capital market transactions and transactions with owners. The primary sources of cash within the financing activities section includes proceeds from debt and preferred equity issuances. The primary uses of cash within the financing activities section include: (a) distributions, (b) tax receivable agreement payments, (c) share repurchases, (d) net share settlements, and (e) repayments of debt.
•
During the six months ended June 30, 2018 , cash used by financing activities primarily reflected repayments on the term loan facility to AMH and distributions to Class A shareholders and Non-Controlling interest holders, partially offset by proceeds from the issuance of the Series B Preferred shares and the 2048 Senior Notes.
•
During the six months ended June 30, 2017 , cash provided by financing activities primarily reflected proceeds from issuance of Series A Preferred shares, offset by distributions to Class A shareholders and Non-Controlling interest holders.
Future Debt Obligations
The Company had long-term debt of $1.4 billion at June 30, 2018 , which includes $1.3 billion of Senior Notes with maturities in 2024, 2026 and 2048. See note 9 to the condensed consolidated financial statements for further information regarding the Company’s debt arrangements.
Contractual Obligations, Commitments and Contingencies
The Company had unfunded general partner commitments of $1.4 billion at June 30, 2018 , of which $696 million related to Fund IX. For a summary and a description of the nature of the Company’s commitments, contingencies and contractual obligations, see note 14 to the condensed consolidated financial statements and “—Contractual Obligations, Commitments and Contingencies”. The Company’s commitments are primarily fulfilled through cash flows from operations and (to a limited extent) through borrowings and equity issuances as described in note 9 and note 12 to the condensed consolidated financial statements, respectively.
Consolidated Funds and VIEs
The Company manages its liquidity needs by evaluating unconsolidated cash flows; however, the Company’s financial statements reflect the financial position of Apollo as well as Apollo’s consolidated funds and VIEs. The primary sources and uses of cash at Apollo’s consolidated funds and VIEs include: (a) raising capital from their investors, which have been reflected historically as Non-Controlling Interests of the consolidated subsidiaries in our financial statements, (b) using capital to make investments, (c) generating cash flows from operations through distributions, interest and the realization of investments, (d) distributing cash flow to investors, and (e) issuing debt to finance investments (CLOs).
Other Liquidity and Capital Resource Considerations
Future Cash Flows
Our ability to execute our business strategy, particularly our ability to increase our AUM, depends on our ability to establish new funds and to raise additional investor capital within such funds. Our liquidity will depend on a number of factors, such as our ability to project our financial performance, which is highly dependent on our funds and our ability to manage our projected costs, fund performance, access to credit facilities, compliance with existing credit agreements, as well as industry and market trends. Also during economic downturns the funds we manage might experience cash flow issues or liquidate entirely. In these situations we might be asked to reduce or eliminate the management fee and incentive fees we charge, which could adversely impact our cash flow in the future.
An increase in the fair value of our funds’ investments, by contrast, could favorably impact our liquidity through higher management fees where the management fees are calculated based on the net asset value, gross assets or adjusted assets. Additionally, higher performance fees not yet realized would generally result when investments appreciate over their cost basis which would not have an impact on the Company’s cash flow until realized.
Consideration of Financing Arrangements
As noted above, in limited circumstances, the Company may issue debt or preferred shares to supplement its liquidity. The decision to enter into a particular financing arrangement is made after careful consideration of various factors including the Company’s cash flows from operations, future cash needs, current sources of liquidity, demand for the Company’s debt or equity, and prevailing interest rates.

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Revolver Facility
As further described in note 9 to the condensed consolidated financial statements, under the Company’s 2013 AMH Credit Facilities, the Company may borrow in an aggregate amount not to exceed $500 million plus additional amounts so long as a net leverage ratio not to exceed 3.75 to 1.00 is complied with. Borrowings under the Revolver Facility may be used for working capital and general corporate purposes, including without limitation, permitted acquisitions. As of June 30, 2018 and December 31, 2017 , the Revolver Facility was undrawn. The Revolver Facility was refinanced in July 2018 to a $750 million revolving credit facility with a final maturity of 2023.
Distributions
For information regarding the quarterly distributions which were made at the sole discretion of the Company’s manager during 2018 and 2017 to Class A shareholders, Non-Controlling Interest holders in the Apollo Operating Group and participating securities, see note 12 to the condensed consolidated financial statements.
Although the Company expects to pay distributions according to our distribution policy, we may not pay distributions according to our policy, or at all, if, among other things, we do not have the cash necessary to pay the intended distributions. To the extent we do not have cash on hand sufficient to pay distributions, we may have to borrow funds to pay distributions, or we may determine not to pay distributions. The declaration, payment and determination of the amount of our quarterly distributions are at the sole discretion of our manager.
On August 2, 2018 , the Company declared a cash distribution of $0.43 per Class A share, which will be paid on August 31, 2018 to holders of record on August 17, 2018 . Also, the Company declared a cash distribution of $0.398438 per Series A Preferred share and Series B Preferred share which will be paid on September 17, 2018 to holders of record on September 1, 2018 .
Tax Receivable Agreement
The tax receivable agreement provides for the payment to the Managing Partners and Contributing Partners of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income taxes that APO Corp. realizes subject to the agreement. For more information regarding the tax receivable agreement, see note 13 to the condensed consolidated financial statements.
APO Share Repurchases
In February 2016, Apollo announced its adoption of a program to repurchase up to $250 million in the aggregate of its Class A shares, including up to $150 million in the aggregate of its outstanding Class A shares through a share repurchase program and up to $100 million through a reduction of Class A shares to be issued to employees to satisfy associated tax obligations in connection with the settlement of equity-based awards granted under the 2007 Equity Plan, which we refer to as net share settlement.  Under the share repurchase program, shares may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise, with the size and timing of these repurchases depending on legal requirements, price, market and economic conditions and other factors.
AINV Share Repurchases
On March 11, 2016, it was announced that Apollo intended to embark on a program to purchase $50 million of AINV’s common stock, subject to certain regulatory approvals. Under the program, shares may be purchased from time to time in open market transactions and in accordance with applicable law. As of June 30, 2018 , Apollo had purchased approximately 871 thousand shares, or approximately $4.9 million of AINV’s common stock.
Athora
On April 14, 2017, Apollo made an unfunded commitment of €125 million to purchase new Class B-1 equity interests in Athora, a strategic platform established to acquire traditional closed life insurance policies and provide capital and reinsurance solutions to insurers in Europe. In January 2018, Apollo purchased Class C-1 equity interests in Athora that represent a profits interest in Athora which, upon meeting certain vesting triggers, will be convertible by Apollo into additional Class B-1 equity interests in Athora. Apollo and Athene are minority investors in Athora and long term strategic partners with aggregate voting power of 35% and 10%, respectively. For more information regarding unfunded general partner commitments, see “—Contractual Obligations, Commitments and Contingencies”.

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Fund VII, Fund VI and ANRP II Escrow
As of June 30, 2018 , the remaining investments and escrow cash of Fund VII, Fund VI and ANRP II were valued at 100% , 88% and 103% of the fund’s unreturned capital, respectively, which was below the required escrow ratio of 115%. As a result, these funds are required to place in escrow current and future performance fees distributions to the general partner until the specified return ratio of 115% is met (at the time of a future distribution) or upon liquidation.
Clawback
Performance fees from our private equity funds and certain credit and real assets funds is subject to contingent repayment by the general partner in the event of future losses to the extent that the cumulative performance fees distributed from inception to date exceeds the amount computed as due to the general partner at the final distribution. See “—Overview of Results of Operations—Performance Fees” for the maximum performance fees subject to potential reversal by each fund.
Indemnification Liability
The Company recorded an indemnification liability in the event that our Managing Partners, Contributing Partners and certain investment professionals are required to pay amounts in connection with a general partner obligation to return previously distributed performance fees. See note 13 to the condensed consolidated financial statements for further information regarding the Company’s indemnification liability.
Equity-Based Profit Sharing Expense
Profit sharing amounts are generally not paid until the related performance fees are distributed to the general partner upon realization of the fund’s investments. Under certain profit sharing arrangements, a portion of the performance fees distributed to the general partner is allocated by issuance of equity-based awards, rather than cash to employees. See note 2 to the condensed consolidated financial statements for further information regarding the accounting for the Company’s profit sharing arrangements.
Strategic Relationship Agreement with CalPERS
On April 20, 2010, the Company announced that it entered into a strategic relationship agreement with CalPERS. The strategic relationship agreement provides that Apollo will reduce fees charged to CalPERS on funds it manages, or in the future will manage, solely for CalPERS by $125 million over a five-year period or as close a period as required to provide CalPERS with that benefit. The agreement further provides that Apollo will not use a placement agent in connection with securing any future capital commitments from CalPERS. As of June 30, 2018 , the Company had reduced fees charged to CalPERS on the funds it manages by approximately $107.0 million .
Critical Accounting Policies
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that could affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ from these estimates. A summary of our significant accounting policies is presented in note 2 to our condensed consolidated financial statements. The following is a summary of our accounting policies that are affected most by judgments, estimates and assumptions.
Consolidation
The Company assesses all entities with which it is involved for consolidation on a case by case basis depending on the specific facts and circumstances surrounding each entity. Pursuant to the consolidation guidance, the Company first evaluates whether it holds a variable interest in an entity. Apollo factors in all economic interests including proportionate interests through related parties, to determine if such interests are to be considered a variable interest. As Apollo’s interest in many of these entities is solely through market rate fees and/or insignificant indirect interests through related parties, Apollo is generally not considered to have a variable interest in many of these entities under the guidance and no further consolidation analysis is performed. For entities where the Company has determined that it does hold a variable interest, the Company performs an assessment to determine whether each of those entities qualify as a VIE.
The determination as to whether an entity qualifies as a VIE depends on the facts and circumstances surrounding each entity and therefore certain of Apollo’s funds may qualify as VIEs under the variable interest model whereas others may qualify as voting interest entities (“VOEs”) under the voting interest model. The granting of substantive kick-out rights is a key consideration in determining whether a limited partnership or similar entity is a VIE and whether or not that entity should be consolidated.

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Under the voting interest model, Apollo consolidates those entities it controls through a majority voting interest. Apollo does not consolidate those VOEs in which substantive kick-out rights have been granted to the unaffiliated investors to either dissolve the fund or remove the general partner.
 Under the variable interest model, Apollo consolidates those entities where it is determined that the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary if it holds a controlling financial interest in the VIE defined as possessing both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. If Apollo alone is not considered to have a controlling financial interest in the VIE but Apollo and its related parties under common control in the aggregate have a controlling financial interest in the VIE, Apollo will still be deemed to be the primary beneficiary if it is the party within the related party group that is most closely associated with the VIE. If Apollo and its related parties not under common control in the aggregate have a controlling financial interest in a VIE, then Apollo is deemed to be the primary beneficiary if substantially all the activities of the entity are performed on behalf of Apollo. Apollo determines whether it is the primary beneficiary of a VIE at the time it becomes initially involved with the VIE and reconsiders that conclusion continuously. Investments and redemptions (either by Apollo, related parties of Apollo or third parties) or amendments to the governing documents of the respective entity may affect an entity’s status as a VIE or the determination of the primary beneficiary.
The assessment of whether an entity is a VIE and the determination of whether Apollo should consolidate such VIE requires judgment by our management. Those judgments include, but are not limited to: (i) determining whether the total equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (ii) evaluating whether the holders of equity investment at risk, as a group, can make decisions that have a significant effect on the success of the entity, (iii) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive the expected residual returns from an entity and (iv) evaluating the nature of the relationship and activities of those related parties with shared power or under common control for purposes of determining which party within the related-party group is most closely associated with the VIE. Judgments are also made in determining whether a member in the equity group has a controlling financial interest including power to direct activities that most significantly impact the VIE’s economic performance and rights to receive benefits or obligations to absorb losses that could be potentially significant to the VIE. This analysis considers all relevant economic interests including proportionate interests held through related parties.
Revenue Recognition
Performance Fees. We earn performance fees from our funds as a result of such funds achieving specified performance criteria. Such performance fees generally are earned based upon a fixed percentage of realized and unrealized gains of various funds after meeting any applicable hurdle rate or threshold minimum.
Performance allocations are performance fees that are generally structured from a legal standpoint as an allocation of capital to the asset manager. Performance allocations from certain of the funds that we manage are subject to contingent repayment and is generally paid to us as particular investments made by the funds are realized. If, however, upon liquidation of a fund, the aggregate amount paid to us as performance fees exceeds the amount actually due to us based upon the aggregate performance of the fund, the excess (in certain cases net of taxes) is required to be returned by us to that fund. We account for performance allocations as an equity method investment, and accordingly, we accrue performance allocations quarterly based on fair value of the underlying investments and separately assess if contingent repayment is necessary. The determination of performance allocations and contingent repayment considers both the terms of the respective partnership agreements and the current fair value of the underlying investments within the funds. Estimates and assumptions are made when determining the fair value of the underlying investments within the funds and could vary depending on the valuation methodology that is used. See “Investments, at Fair Value” below for further discussion related to significant estimates and assumptions used for determining fair value of the underlying investments in our credit, private equity and real assets funds.
Incentive fees are performance fees structured as a contractual fee arrangement rather than a capital allocation. Incentive fees are generally received from the management of CLOs, managed accounts and AINV. For a majority of our incentive fees, once the quarterly or annual incentive fees have been determined, there is no look-back to prior periods for a potential contingent repayment, however, certain other incentive fees can be subject to contingent repayment at the end of the life of the entity. In accordance with the new revenue recognition standard, certain incentive fees are considered a form of variable consideration and therefore are deferred until fees are probable to not be significantly reversed. There is significant judgment involved in determining if the incentive fees are probable to not be significantly reversed, but generally the Company will defer the revenue until the fees are crystallized or are no longer subject to clawback or reversal.
Management Fees. Management fees related to our credit funds, can be based on net asset value, gross assets, adjusted cost of all unrealized portfolio investments, capital commitments, adjusted assets, capital contributions, or stockholders’ equity

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all as defined in the respective partnership agreements. The credit management fee calculations that consider net asset value, gross assets, adjusted cost of all unrealized portfolio investments and adjusted assets are normally based on the terms of the respective partnership agreements and the current fair value of the underlying investments within the funds. Estimates and assumptions are made when determining the fair value of the underlying investments within the funds and could vary depending on the valuation methodology that is used. The management fees related to our private equity funds, by contrast, are generally based on a fixed percentage of the committed capital or invested capital. The corresponding fee calculations that consider committed capital or invested capital are both objective in nature and therefore do not require the use of significant estimates or assumptions. The management fees related to our real assets funds are generally based on a specific percentage of the funds’ stockholders’ equity or committed or net invested capital or the capital accounts of the limited partners. See “Investments, at Fair Value” below for further discussion related to significant estimates and assumptions used for determining fair value of the underlying investments in our credit, private equity and real assets funds.
Investments, at Fair Value
On a quarterly basis, Apollo utilizes valuation committees consisting of members from senior management, to review and approve the valuation results related to the investments of the funds it manages. For certain publicly traded vehicles managed by Apollo, a review is performed by an independent board of directors. The Company also retains independent valuation firms to provide third-party valuation consulting services to Apollo, which consist of certain limited procedures that management identifies and requests them to perform. The limited procedures provided by the independent valuation firms assist management with validating their valuation results or determining fair value. The Company performs various back-testing procedures to validate their valuation approaches, including comparisons between expected and observed outcomes, forecast evaluations and variance analyses. However, because of the inherent uncertainty of valuation, the estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.
Credit Investments. The majority of investments in Apollo’s credit funds are valued based on quoted market prices and valuation models.
Quoted market prices are valued based on the average of the “bid” and the “ask” quotes provided by multiple brokers wherever possible without any adjustments. Apollo designates certain brokers to value specific securities.  In order to determine the designated brokers, Apollo considers the following: (i) brokers with which Apollo has previously transacted, (ii) the underwriter of the security and (iii) active brokers indicating executable quotes. In addition, when valuing a security based on broker quotes wherever possible Apollo tests the standard deviation amongst the quotes received and the variance between the concluded fair value and the value provided by a pricing service. When broker quotes are not available, we use pricing service quotes or other sources to mark a position. When relying on a pricing service as a primary source, (i) Apollo analyzes how the price has moved over the measurement period, (ii) reviews the number of brokers included in the pricing service’s population and (iii) validates the valuation levels with Apollo’s pricing team and traders.
Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value utilizing a model based approach to determine fair value. Valuation approaches used to estimate the fair value of illiquid credit investments also may include the market approach and the income approach, as previously described above. The valuation approaches used consider, as applicable, market risks, credit risks, counterparty risks and foreign currency risks.
Private Equity Investments. The majority of the illiquid investments within our private equity funds are valued using the market approach, which provides an indication of fair value based on a comparison of the subject company to comparable publicly traded companies and transactions in the industry.
Market Approach. The market approach is driven by current market conditions, including actual trading levels of similar companies and, to the extent available, actual transaction data of similar companies. Judgment is required by management when assessing which companies are similar to the subject company being valued. Consideration may also be given to any of the following factors: (1) the subject company’s historical and projected financial data; (2) valuations given to comparable companies; (3) the size and scope of the subject company’s operations; (4) the subject company’s individual strengths and weaknesses; (5) expectations relating to the market’s receptivity to an offering of the subject company’s securities; (6) applicable restrictions on transfer; (7) industry and market information; (8) general economic and market conditions; and (9) other factors deemed relevant. Market approach valuation models typically employ a multiple that is based on one or more of the factors described above. Enterprise value as a multiple of EBITDA is common and relevant for most companies and industries, however, other industry specific multiples are employed where available and appropriate. Sources for gaining additional knowledge related to comparable companies include public filings, annual reports, analyst research reports, and press releases. Once a comparable company set is determined, we review certain aspects of the subject company’s performance and determine how its performance compares to the group and to certain individuals in the group. We compare certain measurements such as EBITDA margins, revenue growth over

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certain time periods, leverage ratios and growth opportunities. In addition, we compare our entry multiple and its relation to the comparable set at the time of acquisition to understand its relation to the comparable set on each measurement date.
Income Approach. For investments where the market approach does not provide adequate fair value information, we rely on the income approach. The income approach is also used to validate the market approach within our private equity funds. The income approach provides an indication of fair value based on the present value of cash flows that a business or security is expected to generate in the future. The most widely used methodology for the income approach is a discounted cash flow method. Inherent in the discounted cash flow method are significant assumptions related to the subject company’s expected results, the determination of a terminal value and a calculated discount rate, which is normally based on the subject company’s weighted average cost of capital, or “WACC.” The WACC represents the required rate of return on total capitalization, which is comprised of a required rate of return on equity, plus the current tax-effected rate of return on debt, weighted by the relative percentages of equity and debt that are typical in the industry. The most critical step in determining the appropriate WACC for each subject company is to select companies that are comparable in nature to the subject company and the credit quality of the subject company. Sources for gaining additional knowledge about the comparable companies include public filings, annual reports, analyst research reports, and press releases. The general formula then used for calculating the WACC considers the after-tax rate of return on debt capital and the rate of return on common equity capital, which further considers the risk-free rate of return, market beta, market risk premium and small stock premium, if applicable. The variables used in the WACC formula are inferred from the comparable market data obtained. The Company evaluates the comparable companies selected and concludes on WACC inputs based on the most comparable company or analyzes the range of data for the investment.
The value of liquid investments, where the primary market is an exchange (whether foreign or domestic), is determined using period end market prices. Such prices are generally based on the close price on the date of determination.
Real Assets Investments. For the CMBS portfolio of Apollo’s funds, the estimated fair value of the CMBS portfolio is determined by reference to market prices provided by certain dealers who make a market in these financial instruments. Broker quotes are only indicative of fair value and may not necessarily represent what the funds would receive in an actual trade for the applicable instrument. Additionally, the loans held-for-investment are stated at the principal amount outstanding, net of deferred loan fees and costs. The loans in Apollo’s real assets funds are evaluated for possible impairment on a quarterly basis. For Apollo’s real assets funds, valuations of non-marketable underlying investments are determined using methods that include, but are not limited to (i) discounted cash flow estimates or comparable analysis prepared internally, (ii) third party appraisals or valuations by qualified real estate appraisers, and (iii) contractual sales value of investments/properties subject to bona fide purchase contracts. Methods (i) and (ii) also incorporate consideration of the use of the income, cost, or sales comparison approaches of estimating property values.
Certain of our funds may also enter into foreign currency exchange contracts, total return swap contracts, credit default swap contracts, and other derivative contracts, which may include options, caps, collars and floors. Foreign currency exchange contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. If securities are held at the end of this period, the changes in value are recorded in income as unrealized gains or losses. Realized gains or losses are recognized when contracts are settled. Derivative contracts such as total return swaps and credit default swaps are recorded at fair value as an asset or liability, with changes in fair value recorded as unrealized appreciation or depreciation. Realized gains or losses are recognized at the termination of the contract based on the difference between the close-out price of the total return or credit default swap contract and the original contract price. Forward contracts are valued based on market rates obtained from counterparties or prices obtained from recognized financial data service providers.
The fair values of the investments in our funds can be impacted by changes to the assumptions used in the underlying valuation models. For further discussion on the impact of changes to valuation assumptions see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk—Sensitivity” in our 2017 Annual Report. There have been no material changes to the valuation approaches utilized during the periods that our financial results are presented in this report.
Fair Value of Financial Instruments
Except for the Company’s debt obligations (each as defined in note 9 to our condensed consolidated financial statements), Apollo’s financial instruments are recorded at fair value or at amounts whose carrying values approximate fair value. See “—Investments, at Fair Value” above. While Apollo’s valuations of portfolio investments are based on assumptions that Apollo believes are reasonable under the circumstances, the actual realized gains or losses will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may ultimately differ significantly from the assumptions on which the valuations were based. Financial instruments’ carrying values generally approximate fair value because of the short-term nature of those instruments or variable interest rates related to the borrowings.

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Profit Sharing Expense. Profit sharing expense is primarily a result of agreements with our Contributing Partners and employees to compensate them based on the ownership interest they have in the general partners of the Apollo funds. Therefore, changes in the fair value of the underlying investments in the funds we manage and advise affect profit sharing expense. The Contributing Partners and employees are allocated approximately 30% to 50% of the total performance fees which is driven primarily by changes in fair value of the underlying fund’s investments and is treated as compensation expense. Additionally, profit sharing expenses paid may be subject to clawback from employees, former employees and Contributing Partners to the extent not indemnified. When applicable, the accrual for potential clawback of previously distributed profit sharing amounts, which is a component of due from related parties on the condensed consolidated statements of financial condition, represents all amounts previously distributed to employees, former employees and Contributing Partners that would need to be returned to the general partner if the Apollo funds were to be liquidated based on the current fair value of the underlying funds’ investments as of the reporting date. The actual general partner receivable, however, would not become realized until the end of a fund’s life.
The Incentive Pool enables certain partners and employees to earn discretionary compensation based on performance fees realizations earned by the Company in a given year, which amounts are reflected in profit sharing expense in the accompanying condensed consolidated financial statements. The Company adopted the Incentive Pool to attract and retain, and provide incentive to, partners and employees of the Company and to more closely align the overall compensation of partners and employees with the overall realized performance of the Company. Allocations to the Incentive Pool and to its participants contain both a fixed and a discretionary component and may vary year-to-year depending on the overall realized performance of the Company and the contributions and performance of each participant. There is no assurance that the Company will continue to compensate individuals through performance-based incentive arrangements in the future and there may be periods when the executive committee of the Company’s manager determines that allocations of realized performance fees are not sufficient to compensate individuals, which may result in an increase in salary, bonus and benefits.
Fair Value Option. Apollo has elected the fair value option for the Company’s investment in Athene Holding, the assets and liabilities of certain of its consolidated VIEs (including CLOs), the Company’s U.S. Treasury securities with original maturities greater than three months when purchased and certain of the Company’s other investments. Such election is irrevocable and is applied to financial instruments on an individual basis at initial recognition. See notes 3 , 5 , and 6 to the condensed consolidated financial statements for further disclosure.
Equity-Based Compensation. Equity-based compensation is accounted for in accordance with U.S. GAAP, which requires that the cost of employee services received in exchange for an award is generally measured based on the grant date fair value of the award. Equity-based awards that do not require future service (i.e., vested awards) are expensed immediately. Equity-based employee awards that require future service are recognized over the relevant service period. In connection with the adoption of new share-based payment guidance during the quarter ended March 31, 2017, the Company made an accounting policy election to no longer estimate forfeitures in determining the number of equity-based awards that are expected to vest. Under the Company’s new policy, which was applied prospectively as of January 1, 2017, forfeitures are accounted for when they occur. Apollo’s equity-based awards consist of, or provide rights with respect to, AOG Units, RSUs, share options, restricted shares, AHL Awards and other equity-based compensation awards. For more information regarding Apollo’s equity-based compensation awards, see note 11 to our condensed consolidated financial statements. The Company’s assumptions made to determine the fair value on grant date are embodied in the calculations of compensation expense.
A significant part of our compensation expense is derived from amortization of RSUs. The fair value of all RSU grants after March 29, 2011 is based on the grant date fair value, which considers the public share price of the Company. The Company has three types of RSU grants, which we refer to as Plan Grants, Bonus Grants, and Performance Grants. Plan Grants may or may not provide the right to receive distribution equivalents until the RSUs vest and, for grants made after 2011, the underlying shares are generally issued by March 15th after the year in which they vest. For Plan Grants, the grant date fair value is based on the public share price of the Company, and is discounted for transfer restrictions and lack of distributions until vested. Bonus Grants provide the right to receive distribution equivalents on both vested and unvested RSUs and Performance Grants provide the right to receive distribution equivalents on vested RSUs and may also provide the right to receive distribution equivalents on unvested RSUs. Both Bonus Grants and Performance Grants are generally issued by March 15th of the year following the year in which they vest. For Bonus Grants and Performance Grants, the grant date fair value for the periods presented is based on the public share price of the Company, and is discounted for transfer restrictions.
We utilized the present value of a growing annuity formula to calculate a discount for the lack of pre-vesting distributions on Plan Grant RSUs. The weighted average for the inputs utilized for the shares granted are presented in the table below for Plan Grants:

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For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Distribution Yield (1)
6.9%
 
5.8%
 
6.5%
 
6.2%
Cost of Equity Capital Rate (2)
11.0%
 
11.3%
 
10.9%
 
11.3%
(1)
Calculated based on the historical distributions paid during the twelve months ended June 30, 2018 and the Company’s Class A share price as of the measurement date of the grant on a weighted average basis.
(2)
Assumes a discount rate that was equivalent to the opportunity cost of foregoing distributions on unvested Plan Grant RSUs as of the valuation date, based on the Capital Asset Pricing Model (“CAPM”). CAPM is a commonly used mathematical model for developing expected returns.
The following table summarizes the weighted average discounts for Plan Grants:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Plan Grants:
 
 
 
 
 
 
 
Discount for the lack of distributions until vested (1)
14.2%
 
13.5%
 
13.1%
 
11.2%
(1)
Based on the present value of a growing annuity calculation.
We utilize the Finnerty Model to calculate a marketability discount on the Plan Grant and Bonus Grant RSUs to account for the lag between vesting and issuance. The Finnerty Model provides for a valuation discount reflecting the holding period restriction embedded in a restricted security preventing its sale over a certain period of time.
The Finnerty Model proposes to estimate a discount for lack of marketability such as transfer restrictions by using an option pricing theory. This model has gained recognition through its ability to address the magnitude of the discount by considering the volatility of a company’s stock price and the length of restriction. The concept underpinning the Finnerty Model is that a restricted security cannot be sold over a certain period of time. Further simplified, a restricted share of equity in a company can be viewed as having forfeited a put on the average price of the marketable equity over the restriction period (also known as an “Asian Put Option”). If we price an Asian Put Option and compare this value to that of the assumed fully marketable underlying security, we can effectively estimate the marketability discount.
The inputs utilized in the Finnerty Model are (i) length of holding period, (ii) volatility and (iii) distribution yield. The weighted average for the inputs utilized for the shares granted are presented in the table below for Plan Grants, Bonus Grants and Performance Grants:
 
For the Three Months Ended
June 30,
 
For the Six Months Ended
June 30,
 
2018
 
2017
 
2018
 
2017
Plan Grants:
 
 
 
 
 
 
 
Holding Period Restriction (in years)
0.5
 
0.9
 
0.5
 
0.5
Volatility (1)
25.6%
 
23.0%
 
24.9%
 
21.5%
Distribution Yield (2)
6.9%
 
5.8%
 
6.5%
 
6.2%
Bonus Grants:
 
 
 
 
 
 
 
Holding Period Restriction (in years)
N/A
 
0.2
 
0.2
 
0.2
Volatility (1)
N/A
 
22.5%
 
22.5%
 
22.5%
Distribution Yield (2)
N/A
 
5.3%
 
5.3%
 
5.3%
Performance Grants:
 
 
 
 
 
 
 
Holding Period Restriction (in years)
1.2
 
N/A
 
1.2
 
N/A
Volatility (1)
25.0%
 
N/A
 
23.5%
 
N/A
Distribution Yield (2)
6.0%
 
N/A
 
5.5%
 
N/A
(1)
The Company determined the expected volatility based on the volatility of the Company’s Class A share price as of the grant date with consideration to comparable companies.
(2)
Calculated based on the historical distributions paid during the twelve months ended June 30, 2018 and the Company’s Class A share price as of the measurement date of the grant on a weighted average basis.

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The following table summarizes the weighted average marketability discounts for Plan Grants, Bonus Grants and Performance Grants:
 
For the Three Months Ended
June 30,
 
For the Six Months Ended
June 30,
 
2018
 
2017
 
2018
 
2017
Plan Grants:
 
 
 
 
 
 
 
Marketability discount for transfer restrictions (1)
4.0%
 
4.7%
 
3.9%
 
3.3%
Bonus Grants:
 
 
 
 
 
 
 
Marketability discount for transfer restrictions (1)
N/A
 
2.3%
 
2.3%
 
2.3%
Performance Grants:
 
 
 
 
 
 
 
Marketability discount for transfer restrictions (1)
5.8%
 
N/A
 
5.6%
 
N/A
(1)
Based on the Finnerty Model calculation.
For awards prior to the adoption of the new share-based payment guidance, which was applied prospectively as of January 1, 2017, after the grant date fair value was determined, an estimated forfeiture rate was applied. The estimated fair value was determined and recognized over the vesting period on a straight-line basis and a 4.0% forfeiture rate was estimated for RSUs, based on the Company’s historical attrition rate as well as industry comparable rates. If employees were no longer associated with Apollo or if there was no turnover, we would revise its estimated compensation expense to the actual amount of expense based on the RSUs vested at the reporting date in accordance with U.S. GAAP.
Bonus Grants constitute a component of the discretionary annual compensation awarded to certain of our professionals. During 2016, the Company increased the default portion of annual compensation to be awarded as a discretionary Bonus Grant relative to the portion awarded in previous years. The increase in the proportion of discretionary annual compensation awarded as a Bonus Grant will be offset by a decrease in discretionary annual cash bonuses. These changes are intended to further align the interests of Apollo’s employees and stakeholders and strengthen the long-term commitment of our partners and employees.
Fair Value Measurements
See note 6 to our condensed consolidated financial statements for a discussion of the Company’s fair value measurements.
Recent Accounting Pronouncements
A list of recent accounting pronouncements that are relevant to Apollo and its industry is included in note 2 to our condensed consolidated financial statements.
Off-Balance Sheet Arrangements
In the normal course of business, we engage in off-balance sheet arrangements, including transactions in derivatives, guarantees, commitments, indemnifications and potential contingent repayment obligations. See note 14 to our condensed consolidated financial statements for a discussion of guarantees and contingent obligations.

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Contractual Obligations, Commitments and Contingencies
The Company’s material contractual obligations consisted of lease obligations, contractual commitments as part of the ongoing operations of the funds and debt obligations. Fixed and determinable payments due in connection with these obligations are presented below and include the future payments for a lease signed on July 30, 2018:
 
Remaining 2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
 
(in thousands)
Operating lease obligations (1)
$
18,403

 
$
36,546

 
$
24,400

 
$
31,485

 
$
35,395

 
$
435,506

 
$
581,735

Other long-term obligations (2)
13,841

 
7,172

 
2,357

 
2,107

 
1,497

 
1,240

 
28,214

2018 AMH Credit Facility (3)
321

 
675

 
675

 
675

 
675

 
358

 
3,379

2024 Senior Notes (4)
10,000

 
20,000

 
20,000

 
20,000

 
20,000

 
528,333

 
618,333

2026 Senior Notes (5)
11,000

 
22,000

 
22,000

 
22,000

 
22,000

 
574,983

 
673,983

2048 Senior Notes (6)
7,500

 
15,000

 
15,000

 
15,000

 
15,000

 
678,750

 
746,250

2014 AMI Term Facility I
160

 
319

 
319

 
16,190

 
—

 
—

 
16,988

2014 AMI Term Facility II
158

 
316

 
316

 
316

 
18,077

 
—

 
19,183

2016 AMI Term Facility I
129

 
258

 
258

 
258

 
258

 
20,325

 
21,486

2016 AMI Term Facility II
155

 
309

 
309

 
15,614

 
—

 
—

 
16,387

Obligations as of June 30, 2018
$
61,667

 
$
102,595

 
$
85,634

 
$
123,645

 
$
112,902

 
$
2,239,495

 
$
2,725,938

(1)
Includes payments associated with a lease which was signed on July 30, 2018.
(2)
Includes (i) payments on management service agreements related to certain assets and (ii) payments with respect to certain consulting agreements entered into by the Company. Note that a significant portion of these costs are reimbursable by funds.
(3)
The commitment fee as of July 11, 2018 on the 2018 AMH Credit Facility was 0.09% . See note 16 of the condensed consolidated financial statements for further discussion of the 2018 AMH Credit Facility.
(4)
$500 million of the 2024 Senior Notes matures in May 2024. The interest rate on the 2024 Senior Notes as of June 30, 2018 was 4.00% . See note 9 of the condensed consolidated financial statements for further discussion of the 2024 Senior Notes.
(5)
$500 million of the 2026 Senior Notes matures in May 2026. The interest rate on the 2026 Senior Notes as of June 30, 2018 was 4.40% . See note 9 of the condensed consolidated financial statements for further discussion of the 2026 Senior Notes.
(6)
$300 million of the 2048 Senior Notes matures in March 2048. The interest rate on the 2048 Senior Notes as of June 30, 2018 was 5.00% . See note 9 of the condensed consolidated financial statements for further discussion of the 2026 Senior Notes.
Note:
Due to the fact that the timing of certain amounts to be paid cannot be determined or for other reasons discussed below, the following contractual commitments have not been presented in the table above.
(i)
As noted previously, we have entered into a tax receivable agreement with our Managing Partners and Contributing Partners which requires us to pay to our Managing Partners and Contributing Partners 85% of any tax savings received by APO Corp. from our step-up in tax basis. The tax savings achieved may not ensure that we have sufficient cash available to pay this liability and we might be required to incur additional debt to satisfy this liability.
(ii)
Debt amounts related to the consolidated VIEs are not presented in the table above as the Company is not a guarantor of these non-recourse liabilities.
(iii)
In connection with the Stone Tower acquisition, the Company agreed to pay the former owners of Stone Tower a specified percentage of any future performance fees earned from certain of the Stone Tower funds, CLOs and strategic investment accounts. This contingent consideration liability is remeasured to fair value at each reporting period until the obligations are satisfied. See note 14 to the condensed consolidated financial statements for further information regarding the contingent consideration liability.
(iv)
Commitments from certain of our subsidiaries to contribute to the funds we manage and certain related parties.
Commitments
Certain of our management companies and general partners are committed to contribute to the funds we manage and certain related parties. While a small percentage of these amounts are funded by us, the majority of these amounts have historically been funded by our related parties, including certain of our employees and certain Apollo funds. The table below presents the commitment and remaining commitment amounts of Apollo and its related parties, the percentage of total fund commitments of Apollo and its related parties, the commitment and remaining commitment amounts of Apollo only (excluding related parties), and the percentage of total fund commitments of Apollo only (excluding related parties) for each credit, private equity and real assets fund as of June 30, 2018 as follows ($ in millions):

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Fund
Apollo and Related Party Commitments
 
% of Total Fund Commitments
 
Apollo Only (Excluding Related Party) Commitments
 
Apollo Only (Excluding Related Party) % of Total Fund Commitments
 
Apollo and Related Party Remaining Commitments
 
Apollo Only (Excluding Related Party) Remaining Commitments
Credit:
 
 
 
 
 
 
 
 
 
 
 
Apollo Credit Opportunity Fund III, L.P. (“COF III”)
$
358.1

 
10.45
%
 
$
83.1

 
2.43
%
 
$
86.4

 
$
21.0

Apollo Credit Opportunity Fund II, L.P. (“COF II”)
30.5

 
1.93

 
23.4

 
1.48

 
0.8

 
0.6

Apollo Credit Opportunity Fund I, L.P. (“COF I”)
449.2

 
30.26

 
29.7

 
2.00

 
237.1

 
4.2

Apollo European Principal Finance Fund III, L.P. (“EPF III”) (1)
609.4

 
13.33

 
93.2

 
2.04

 
508.6

 
79.3

Apollo European Principal Finance Fund II, L.P. (“EPF II”) (1)
411.9

 
11.83

 
60.2

 
1.73

 
100.9

 
19.0

Apollo European Principal Finance Fund, L.P. (“EPF I”) (1)
313.9

 
20.74

 
20.7

 
1.37

 
51.1

 
4.8

Financial Credit Investment III, L.P. (“FCI III”)
224.3

 
11.76

 
0.1

 
0.01

 
136.7

 
0.1

Financial Credit Investment II, L.P. (“FCI II”)
244.6

 
15.72

 
—

 
—

 
116.7

 
—

Financial Credit Investment I, L.P. (“FCI I”)
151.3

 
27.07

 
—

 
—

 
76.9

 
—

Apollo Structured Credit Recovery Master Fund IV, L.P. (“SCRF IV”)
327.3

 
16.91

 
42.3

 
2.19

 
158.3

 
20.5

MidCap
1,672.6

 
80.23

 
110.9

 
5.32

 
169.0

 
31.0

Apollo Moultrie Credit Fund, L.P.
400.0

 
100.00

 
—

 
—

 
190.0

 
—

Apollo/Palmetto Short-Maturity Loan Portfolio, L.P.
300.0

 
100.00

 
—

 
—

 
—

 
—

Apollo Asia Private Credit Fund, L.P. (“APC”)
158.5

 
69.06

 
0.1

 
0.04

 
40.2

 
—

Apollo Energy Opportunity Fund, L.P. (“AEOF”)
125.5

 
12.01

 
25.5

 
2.44

 
92.8

 
18.9

Apollo Accord Master Fund II, L.P.
273.7

 
42.96

 
11.6

 
1.82

 
273.7

 
11.6

Athora (1)
584.2

 
22.99

 
146.1

 
5.75

 
479.4

 
119.9

Other Credit
2,527.2

 
Various

 
246.2

 
Various

 
1,119.2

 
116.9

Private Equity:
 
 
 
 
 
 
 
 
 
 
 
Fund IX (2)
1,847.5

 
7.47

 
695.6

 
2.81

 
1,847.5

 
695.6

Fund VIII
1,543.5

 
8.40

 
395.5

 
2.15

 
362.1

 
93.7

Fund VII
467.2

 
3.18

 
178.1

 
1.21

 
69.7

 
25.7

Fund VI
246.3

 
2.43

 
6.1

 
0.06

 
9.7

 
0.2

Fund V
100.0

 
2.67

 
0.5

 
0.01

 
6.2

 
—

Fund IV
100.0

 
2.78

 
0.2

 
0.01

 
0.5

 
—

AION
151.5

 
18.34

 
50.0

 
6.05

 
73.7

 
23.8

ANRP I
426.1

 
32.21

 
10.1

 
0.76

 
68.8

 
1.3

ANRP II
581.2

 
16.83

 
25.9

 
0.75

 
299.7

 
13.2

A.A. Mortgage Opportunities, L.P.
425.0

 
84.46

 
—

 
—

 
—

 
—

Apollo Rose, L.P.
299.1

 
100.00

 
—

 
—

 
74.3

 
—

Champ, L.P.
196.8

 
78.25

 
27.2

 
10.8

 
7.3

 
1.1

Apollo Royalties Management, LLC
108.6

 
100.00

 
—

 
—

 
—

 
—

Apollo Hybrid Value Fund, L.P.
722.5

 
32.78

 
52.5

 
2.38

 
722.5

 
52.5

Other Private Equity
326.4

 
Various

 
6.4

 
Various

 
123.5

 
1.8

Real Assets:
 
 
 
 
 
 
 
 
 
 
 
U.S. RE Fund II (3)
443.4

(3)  
48.19

 
4.7

 
0.52

 
254.8

 
2.9

U.S. RE Fund I (3)
434.8

(3)  
66.55

 
16.6

 
2.54

 
121.3

 
2.7

CPI Capital Partners Europe, L.P. (1)
6.4

 
0.47

 
—

 
—

 
—

 
—

CPI Capital Partners Asia Pacific, L.P.
6.9

 
0.53

 
0.5

 
0.04

 
0.1

 
—

Asia RE Fund (3)
455.9

(3)  
65.74

 
8.4

 
1.21

 
343.1

 
6.6

Other Real Assets
228.3

 
Various

 
1.7

 
Various

 
15.7

 
0.2

Other:
 
 
 
 
 
 
 
 
 
 
 
Apollo SPN Investments I, L.P.
12.7

 
0.30

 
12.7

 
0.30

 
7.9

 
7.9

Total
$
18,292.3

 
 
 
$
2,385.8

 
 
 
$
8,246.2

 
$
1,377.0

(1)
Apollo’s commitment in these funds is denominated in Euros and translated into U.S. dollars at an exchange rate of €1.00 to $1.17 as of June 30, 2018 .
(2)
Apollo Only (Excluding Related Party) Remaining Commitments related to Fund IX are subject to future syndication to Apollo employees.

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(3)
Figures for U.S. RE Fund I include base, additional, and co-investment commitments. A co-investment vehicle within U.S. RE Fund I is denominated in pound sterling and translated into U.S. dollars at an exchange rate of £1.00 to $1.32 as of June 30, 2018 . Figures for U.S. RE Fund II and Asia RE Fund include co-investment commitments.
On April 30, 2015, Apollo entered into the AAA Investments Credit Agreement (see note 13 of our condensed consolidated financial statements for further disclosure regarding this facility). The 2018 AMH Credit Facility (see note 16 of our condensed consolidated financial statements for further disclosure regarding this facility), 2024 Senior Notes, 2026 Senior Notes and 2048 Senior Notes will have future impacts on our cash uses. See note 9 of our condensed consolidated financial statements for information regarding the Company’s debt arrangements.
Contingent Obligation— Performance fees with respect to certain credit and private equity funds and real assets funds is subject to reversal in the event of future losses to the extent of the cumulative performance fees recognized in income to date. See note 14 of our condensed consolidated financial statements for a description of our contingent obligation.
One of the Company’s subsidiaries, AGS, provides underwriting commitments in connection with securities offerings to the portfolio companies of the funds Apollo manages. As of June 30, 2018 , there were no underwriting commitments outstanding related to such offerings.
ITEM  3 .
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our predominant exposure to market risk is related to our role as investment manager and general partner for our funds and the sensitivity to movements in the fair value of their investments and resulting impact on performance fees and management fee revenues. Our direct investments in the funds also expose us to market risk whereby movements in the fair values of the underlying investments will increase or decrease both net gains (losses) from investment activities and income (loss) from equity method investments. For a discussion of the impact of market risk factors on our financial instruments see “Item 2 . Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Investments, at Fair Value.”
The fair value of our financial assets and liabilities of our funds may fluctuate in response to changes in the value of investments, foreign exchange, commodities and interest rates. The net effect of these fair value changes impacts the gains and losses from investments in our condensed consolidated statements of operations. However, the majority of these fair value changes are absorbed by the Non-Controlling Interests.
The Company is subject to a concentration risk related to the investors in its funds. Although there are more than 1,000 investors in Apollo’s active credit, private equity and real assets funds, no individual investor accounts for more than 10% of the total committed capital to Apollo’s active funds.
Risks are analyzed across funds from the “bottom up” and from the “top down” with a particular focus on asymmetric risk. We gather and analyze data, monitor investments and markets in detail, and constantly strive to better quantify, qualify and circumscribe relevant risks.
Each risk management process is subject to our overall risk tolerance and philosophy and our enterprise-wide risk management framework. This framework includes identifying, measuring and managing market, credit and operational risks at each segment, as well as at the fund and Company level.
Each segment runs its own investment and risk management process subject to our overall risk tolerance and philosophy:
•
Our credit funds continuously monitor a variety of markets for attractive trading opportunities, applying a number of traditional and customized risk management metrics to analyze risk related to specific assets or portfolios, as well as, fund-wide risks.
•
The investment process of our private equity funds involves a detailed analysis of potential acquisitions, and investment management teams assigned to monitor the strategic development, financing and capital deployment decisions of each portfolio investment.
At the direction of the Company’s manager, the Company has established a risk committee comprised of various members of senior management including the Company’s Chief Financial Officer, Chief Legal Officer, and the Company’s Chief Risk Officer. The risk committee is tasked with assisting the Company’s manager in monitoring and managing enterprise-wide risk. The risk committee generally meets on a quarterly basis and reports to senior management of the Company’s manager at such times as the committee deems appropriate and at least on an annual basis.

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Table of Contents

On at least a monthly basis, the Company’s risk department provides a summary analysis of fund level market and credit risk to the portfolio managers of the Company’s funds and the heads of the various business segments. On a periodic basis, the Company’s risk department presents a consolidated summary analysis of fund level market and credit risk to the Company’s risk committee. In addition, the Company’s Chief Risk Officer reviews specific investments from the perspective of risk mitigation and discusses such analysis with the Company’s risk committee and/or the executive committee of the Company’s manager at such times as the Company’s Chief Risk Officer determines such discussions are warranted. On an annual basis, the Company’s Chief Risk Officer provides senior management of the Company’s manager with a comprehensive overview of risk management along with an update on current and future risk initiatives.
Impact on Management Fees —Our management fees are based on one of the following:
•
capital commitments to an Apollo fund;
•
capital invested in an Apollo fund;
•
the gross, net or adjusted asset value of an Apollo fund, as defined; or
•
as otherwise defined in the respective agreements.
Management fees could be impacted by changes in market risk factors and management could consider an investment permanently impaired as a result of (i) such market risk factors causing changes in invested capital or in market values to below cost, in the case of certain credit funds and our private equity funds or (ii) such market risk factors causing changes in gross or net asset value, for the credit funds. The proportion of our management fees that are based on NAV is dependent on the number and types of our funds in existence and the current stage of each fund’s life cycle.
Impact on Advisory and Transaction Fees —We earn transaction fees relating to the negotiation of credit, private equity and real assets transactions and may obtain reimbursement for certain out-of-pocket expenses incurred. Subsequently, on a quarterly or annual basis, ongoing advisory fees, and additional transaction fees in connection with additional purchases, dispositions, or follow-on transactions, may be earned. Management Fee Offsets and any broken deal costs, if applicable, are reflected as a reduction to advisory and transaction fees. Advisory and transaction fees will be impacted by changes in market risk factors to the extent that they limit our opportunities to engage in credit, private equity and real assets transactions or impair our ability to consummate such transactions. The impact of changes in market risk factors on advisory and transaction fees is not readily predicted or estimated.
Impact on Performance Fees —We earn performance fees from our funds as a result of such funds achieving specified performance criteria. Our performance fees will be impacted by changes in market risk factors. However, several major factors will influence the degree of impact:
•
the performance criteria for each individual fund in relation to how that fund’s results of operations are impacted by changes in market risk factors;
•
whether such performance criteria are annual or over the life of the fund;
•
to the extent applicable, the previous performance of each fund in relation to its performance criteria; and
•
whether each funds’ performance fees distributions are subject to contingent repayment.
As a result, the impact of changes in market risk factors on performance fees will vary widely from fund to fund. The impact is heavily dependent on the prior and future performance of each fund, and therefore is not readily predicted or estimated.
Market Risk —We are directly and indirectly affected by changes in market conditions. Market risk generally represents the risk that values of assets and liabilities or revenues and expenses will be adversely affected by changes in market conditions. Market risk is inherent in each of our investments and activities, including equity investments, loans, short-term borrowings, long-term debt, hedging instruments, credit default swaps and derivatives. Just a few of the market conditions that may shift from time to time, thereby exposing us to market risk, include fluctuations in interest and currency exchange rates, equity prices, changes in the implied volatility of interest rates and price deterioration. Volatility in debt and equity markets can impact our pace of capital deployment, the timing of receipt of transaction fee revenues and the timing of realizations. These market conditions could have an impact on the value of fund investments and rates of return. Accordingly, depending on the instruments or activities impacted, market risks can have wide ranging, complex adverse effects on our results from operations and our overall financial condition. We monitor market risk using certain strategies and methodologies which management evaluates periodically for appropriateness. We intend to continue to monitor this risk going forward and continue to monitor our exposure to all market factors.

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Table of Contents

Interest Rate Risk— Interest rate risk represents exposure we and our funds have to instruments whose values vary with the change in interest rates. These instruments include, but are not limited to, loans, borrowings, investments in interest bearing securities and derivative instruments. We may seek to mitigate risks associated with the exposures by having our funds take offsetting positions in derivative contracts. Hedging instruments allow us to seek to mitigate risks by reducing the effect of movements in the level of interest rates, changes in the shape of the yield curve, as well as, changes in interest rate volatility. Hedging instruments used to mitigate these risks may include related derivatives such as options, futures and swaps.
Credit Risk— Certain of our funds are subject to certain inherent risks through their investments.
Certain of our entities invest substantially all of their excess cash in open-end money market funds and money market demand accounts, which are included in cash and cash equivalents. The money market funds invest primarily in government securities and other short-term, highly liquid instruments with a low risk of loss. We continually monitor the funds’ performance in order to manage any risk associated with these investments.
Certain of our funds hold derivative instruments that contain an element of risk in the event that the counterparties may be unable to meet the terms of such agreements. We seek to minimize our risk exposure by limiting the counterparties with which our funds enter into contracts to banks and investment banks who meet established credit and capital guidelines. As of June 30, 2018 , we do not expect any counterparty to default on its obligations and therefore do not expect to incur any loss due to counterparty default.
Foreign Exchange Risk— Foreign exchange risk represents exposures our funds have to changes in the values of current fund holdings and future cash flows denominated in other currencies and investments in non-U.S. companies. The types of investments exposed to this risk include investments in foreign subsidiaries, foreign currency-denominated loans, foreign currency-denominated transactions, and various foreign exchange derivative instruments whose values fluctuate with changes in currency exchange rates or foreign interest rates. Instruments used to mitigate this risk are foreign exchange options, currency swaps, futures and forwards. These instruments may be used to help insulate our funds against losses that may arise due to volatile movements in foreign exchange rates and/or interest rates.
In our capacity as investment manager of the funds we manage, we continuously monitor a variety of markets for attractive opportunities for managing risk. For example, certain of the funds we manage may put in place foreign exchange hedges or borrowings with respect to certain foreign currency denominated investments to provide a hedge against foreign exchange exposure.
Non-U.S. Operations— We conduct business throughout the world and are continuing to expand into foreign markets. We currently have offices outside the U.S. in Toronto, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong and Shanghai and have been strategically growing our international presence. Our fund investments and our revenues are primarily derived from our U.S. operations. With respect to our non-U.S. operations, we are subject to risk of loss from currency fluctuations, social instability, changes in governmental policies or policies of central banks, expropriation, nationalization, unfavorable political and diplomatic developments and changes in legislation relating to non-U.S. ownership. Our funds also invest in the securities of companies which are located in non-U.S. jurisdictions. As we continue to expand globally, we will continue to focus on monitoring and managing these risk factors as they relate to specific non-U.S. investments.
ITEM  4 .
CONTROLS AND PROCEDURES
We maintain “disclosure controls and procedures”, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.
Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective at the reasonable assurance level to accomplish their objectives of ensuring that information we are required to disclose

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in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
No changes in our internal control over financial reporting (as such term is defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act) occurred during our most recent quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
See note 14 to our condensed consolidated financial statements for a summary of the Company’s legal proceedings.
ITEM 1A.      RISK FACTORS     
For a discussion of our potential risks and uncertainties, see the information under the heading "Risk Factors" in our 2017 Annual Report, which is accessible on the Securities and Exchange Commission's website at www.sec.gov. There have been no material changes to the risk factors for the three months ended June 30, 2018 .
The risks described in our 2017 Annual Report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/ or operating results.
ITEM  2 .
UNREGISTERED SALE OF EQUITY SECURITIES
On May 4, 2018 and May 8, 2018 , we issued 228,238 and 178,305 Class A shares, respectively, net of taxes to Apollo Management Holdings, L.P., a subsidiary of Apollo Global Management, LLC, in connection with issuances of shares to participants in the 2007 Equity Plan for an aggregate purchase price of $7.2 million and $5.6 million , respectively. The issuance was exempt from registration under the Securities Act in accordance with Section 4(a)(2) and Rule 506(b) thereof, as transactions by the issuer not involving a public offering. We determined that the purchaser of Class A shares in the transactions, Apollo Management Holdings, L.P., was an accredited investor.
Issuer Purchases of Equity Securities
The following table sets forth purchases of our Class A shares made by us or on our behalf during the fiscal quarter ended June 30, 2018 .
Period
 
Number of Class A Shares Purchased (1)
 
Average Price
Paid per Share
 
Class A Shares Purchased as Part of Publicly Announced Plans or Programs (2)
 
Approximate Dollar Value of Class A Shares that May be Purchased Under the Plan or Programs
April 1, 2018 through April 30, 2018
 
—

 
$
—

 
—

 
$
103,772,315

May 1, 2018 through May 31, 2018
 
370,000

 
31.51

 
72,475

 
101,488,628

June 1, 2018 through June 30, 2018
 
—

 
—

 
—

 
101,488,628

Total
 
370,000

 
 
 
72,475

 
 
(1)
Certain Apollo employees receive a portion of the profit sharing proceeds of certain funds in the form of (a) restricted Class A shares of AGM that they are required to purchase with such proceeds or (b) RSUs, in each case which equity-based awards generally vest over three years. These equity-based awards are granted under the Company's 2007 Equity Plan. To prevent dilution on account of these awards, Apollo may, in its discretion, repurchase Class A shares on the open market and retire them. During the three months ended June 30, 2018 , we repurchased 297,525 Class A shares at an average price paid per share of $31.51 in open-market transactions not pursuant to a publicly-announced repurchase plan or program on account of these awards. See note 12 for further information on Class A Shares.
(2)
In February 2016, the Company announced its adoption of a program to repurchase up to $250 million in the aggregate of its Class A shares, including up to $150 million in the aggregate of its outstanding Class A shares through a share repurchase program and up to $100 million through a reduction of Class A shares to be issued to employees to satisfy associated tax obligations in connection with the settlement of equity-based awards granted under the 2007 Equity Plan, which we refer to as net share settlement. Under the share repurchase program, shares may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise, with the size and timing of these repurchases depending on legal requirements, price, market and economic conditions and other factors. The Company expects that the share repurchase program, which has no expiration date, will be in effect until the maximum approved dollar amount has

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been used to repurchase Class A shares. The share repurchase program does not require the Company to repurchase any specific number of Class A shares, and the share repurchase program may be suspended, extended, modified or discontinued at any time. Reductions of Class A shares issued to employees to satisfy associated tax obligations in connection with the settlement of equity-based awards granted under the 2007 Equity Plan are not included in the table. The Company intends to continue the net share settlement program in excess of the $100 million pursuant to the repurchase program announced in February 2016.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
ITEM  5 .
OTHER INFORMATION
None.

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ITEM  6 .
EXHIBITS
 
Exhibit
Number
  
Exhibit Description
 
 
3.1
  
 
 
3.2
  
 
 
4.1
  
 
 
 
4.2
 
 
 
 
4.3
 
 
 
 
4.4
 
 
 
4.5
 
 
 
 
4.6
 
 
 
 
4.7
 
 
 
 
4.8
 
 
 
 
4.9
 
 
 
 

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Exhibit
Number
  
Exhibit Description
 
 
4.10
 
 
 
 
4.11
 
 
 
 
4.12
 
 
 
 
4.13
 
 
 
 
10.1
  
 
 
*10.2
  
 
 
*10.3
  
 
 
*10.4
  
 
 
*10.5
  
 
 
+10.6
  
 
 
10.7
  
 
 
10.8
  
 
 

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Exhibit
Number
  
Exhibit Description
 
 
10.9
  
Fifth Amended and Restated Exchange Agreement, dated as of April 28, 2017, by and among Apollo Global Management, LLC, Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P., Apollo Principal Holdings X, L.P., Apollo Principal Holdings XI, LLC, Apollo Principal Holdings XII, L.P., AMH Holdings (Cayman), L.P. and the Apollo Principal Holders (as defined therein) from time to time party thereto (incorporated by reference to Exhibit 10.9 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).
 
 
10.10
  
 
 
10.11
  
 
 
 
10.12
  
 
 
 
10.13
  
 
 
*10.14
  
 
 
*10.15
  
 
 
*10.16
  
 
 
*10.17
  
 
 
*10.18
  
 
 
*10.19
 
 
 
 
*10.20
 
 
 
 
*10.21
 
 
 
 

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Exhibit
Number
  
Exhibit Description
 
 
10.22
  
 
 
10.23
  
 
 
10.24
  
 
 
 
10.25
 
Joinder, dated as of May 5, 2016, to the Shareholders Agreement, dated as of July 13, 2007, as amended by the First Amendment and Joinder dated as of August 18, 2009, by and among Apollo Global Management, LLC, AP Professional Holdings, L.P., BRH Holdings, L.P., Black Family Partners, L.P., MJR Foundation LLC, MJH Partners, L.P., Leon D. Black, Marc J. Rowan and Joshua J. Harris, and, solely in connection with Article VII of the Agreement, APO Corp., APO Asset Co., LLC, APO (FC), LLC, Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P. and Apollo Management Holdings, L.P. (incorporated by reference to Exhibit 10.24 to the Registrant’s Form 10-Q for the period ended March 31, 2016 (File No. 001-35107)).
 
 
 
10.26
 
Joinder, dated as of May 3, 2017, to the Shareholders Agreement, dated as of July 13, 2007, as amended by the First Amendment and Joinder dated as of August 18, 2009, by and among Apollo Global Management, LLC, AP Professional Holdings, L.P., BRH Holdings, L.P., Black Family Partners, L.P., MJR Foundation LLC, MJH Partners, L.P., Leon D. Black, Marc J. Rowan and Joshua J. Harris, and, solely in connection with Article VII of the Agreement, APO Corp., APO Asset Co., LLC, APO (FC), LLC, Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX, L.P. and Apollo Management Holdings, L.P. and as supplemented by the Joinder dated as of May 5, 2016, by and among Apollo Principal Holdings X, L.P., AMH Holdings (Cayman), L.P., Apollo Principal Holdings XI, LLC, APO (FC II), LLC and APO UK (FC), Limited (incorporated by reference to Exhibit 10.26 to the Registrant’s Form 10-Q for the period ended March 31, 2017 (File No. 001-35107)).
 
 
10.27
  
 
 
+10.28
  
 
 
+10.29
  
 
 
+10.30
  

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Exhibit
Number
  
Exhibit Description
 
 
 
 
+10.31
  
 
 
+10.32
  
 
 
+10.33
  
 
 
+10.34
  
 
 
+10.35
  
 
 
10.36
  
 
 
+10.37
  
 
 
+10.38
  
 
 
 
*10.39
  
 
 
 
+10.40
 
 
 
+10.41
 
 
 
 
+10.42
 
 
 
 

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Exhibit
Number
  
Exhibit Description
 
 
+10.43
 
 
 
 
+10.44
 
 
 
 
+10.45
 
 
 
 
+10.46
 
 
 
 
+10.47
 
 
 
 
+10.48
 
 
 
 
*10.49
 
 
 
 
10.50
 
 
 
 
10.51
 
 
 
 
10.52
 

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Exhibit
Number
  
Exhibit Description
 
 
 
 
 
10.53
 
Amendment No. 1, dated as of March 11, 2016, to the Credit Agreement, dated as of December 18, 2013, among Apollo Management Holdings, L.P., Apollo Management, L.P., Apollo Capital Management, L.P., Apollo International Management, L.P., AAA Holdings, L.P., Apollo Principal Holdings I, L.P., Apollo Principal Holdings II, L.P., Apollo Principal Holdings III, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings V, L.P., Apollo Principal Holdings VI, L.P., Apollo Principal Holdings VII, L.P., Apollo Principal Holdings VIII, L.P., Apollo Principal Holdings IX L.P., Apollo Principal Holdings X, L.P., Apollo Principal Holdings XI, LLC, ST Holdings GP, LLC and ST Management Holdings, LLC, the guarantors party thereto, the lenders party thereto, the issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on March 15, 2016 (File No. 001-35107)).
 
 
 
10.54
 
 
 
 
+10.55
 
 
 
 
+10.56
 
 
 
 
+10.57
 
 
 
 
+10.58
 
 
 
 
+10.59
 
 
 
 
+10.60
 
 
 
 
+10.61
 
 
 
 
+10.62
 

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Exhibit
Number
  
Exhibit Description
 
 
 
 
 
+10.63
 
 
 
 
+10.64
 
 
 
 
+10.65
 
 
 
 
+10.66
 
 
 
 
*31.1
 
 
 
*31.2
 
 
 
*32.1
 
 
 
*32.2
 
 
 
*101.INS
 
XBRL Instance Document
 
 
*101.SCH
 
XBRL Taxonomy Extension Scheme Document
 
 
*101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
*101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
*101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
*101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document

*
Filed herewith.
+
Management contract or compensatory plan or arrangement.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents

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were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
 
 
Apollo Global Management, LLC
 
 
(Registrant)
 
 
 
Date: August 6, 2018
By:
/s/ Martin Kelly
 
 
Name:
Martin Kelly
 
 
Title:
Chief Financial Officer
(principal financial officer and
authorized signatory)


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Exhibit 10.2
EXECUTION VERSION

SIXTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT
OF
APOLLO PRINCIPAL HOLDINGS I, L.P.
Dated June 21, 2018

THE PARTNERSHIP UNITS OF APOLLO PRINCIPAL HOLDINGS I, L.P. HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, CHARGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.































TABLE OF CONTENTS

Page

Article I DEFINITIONS    2
Section 1.01. Definitions    2
Article II FORMATION, TERM, PURPOSE AND POWERS    12
Section 2.01. Formation    12
Section 2.02. Name    13
Section 2.03. Term    13
Section 2.04. Offices    13
Section 2.05. Agent for Service of Process    13
Section 2.06. Business Purpose    13
Section 2.07. Powers of the Partnership    13
Section 2.08. Partners; Admission of New Partners    13
Section 2.09. Withdrawal    14
Article III MANAGEMENT    14
Section 3.01. General Partner    14
Section 3.02. Compensation    15
Section 3.03. Expenses    15
Section 3.04. Authority of Partners    15
Section 3.05. Action by Written Consent or Ratification    15
Article IV DISTRIBUTIONS    16
Section 4.01. Distributions    16
Section 4.02. Liquidation Distribution    17
Section 4.03. Limitations on Distribution    17
Section 4.04. Distributions on Series A Preferred Mirror Units    17
Section 4.05. Distributions on Series B Preferred Mirror Units    17
Article V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX
ALLOCATIONS; TAX MATTERS    17
Section 5.01. Initial Capital Contributions    17
Section 5.02. No Additional Capital Contributions    18
Section 5.03. Capital Accounts    18
Section 5.04. Allocations of Profits and Losses    18
Section 5.05. Special Allocations    19
Section 5.06. Tax Allocations    20
Section 5.07. Tax Advances    20
Section 5.08. Tax Matters    21
Section 5.09. Other Allocation Provisions    21
Article VI BOOKS AND RECORDS; REPORTS    22
Section 6.01. Books and Records    22
Article VII PARTNERSHIP UNITS    22







Section 7.01. Units    22
Section 7.02. Register    23
Section 7.03. Registered Partners    23
Article VIII FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS    24
Section 8.01. Limited Partner Transfers    24
Section 8.02. Encumbrances    24
Section 8.03. Further Restrictions    24
Section 8.04. Rights of Assignees    25
Section 8.05. Admissions, Withdrawals and Removals    25
Section 8.06. Admission of Assignees as Substitute Limited Partners    26
Section 8.07. Withdrawal and Removal of Limited Partners    26
Article IX DISSOLUTION, LIQUIDATION AND TERMINATION    26
Section 9.01. No Dissolution    26
Section 9.02. Events Causing Dissolution    27
Section 9.03. Distribution upon Dissolution    27
Section 9.04. Time for Liquidation    28
Section 9.05. Termination    28
Section 9.06. Claims of the Partners    28
Section 9.07. Survival of Certain Provisions    28
Article X LIABILITY AND INDEMNIFICATION    29
Section 10.01. Liability of Partners    29
Section 10.02. Indemnification    30
Article XI TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF
SERIES A PREFERRED MIRROR UNITS    31
Section 11.01. Designation    31
Section 11.02. Distributions    32
Section 11.03. Rank    33
Section 11.04. Redemption    33
Section 11.05. Series A Distribution Rate    34
Section 11.06. Allocations    34
Section 11.07. Voting    35
Section 11.08. Liquidation Rights    35
Section 11.09. No Duties to Series A Holders    36
Section 11.10. Coordination Among Apollo Operating Group    36
Section 11.11. Amendments and Waivers    37
Section 11.12. Expenses    37
Article XII TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF
SERIES B PREFERRED MIRROR UNITS    37
Section 12.01. Designation    37
Section 12.02. Distributions    37
Section 12.03. Rank    39
Section 12.04. Redemption    39



Section 12.05. Series B Distribution Rate    40




Section 12.06. Allocations    40
Section 12.07. Voting    41
Section 12.08. Liquidation Rights    41
Section 12.09. No Duties to Series B Holders    42
Section 12.10. Coordination Among Apollo Operating Group    42
Section 12.11. Amendments and Waivers    43
Section 12.12. Expenses    43
Article XIII MISCELLANEOUS    43
Section 13.01. Severability    43
Section 13.02. Notices    43
Section 13.03. Cumulative Remedies    44
Section 13.04. Binding Effect    44
Section 13.05. Interpretation    44
Section 13.06. Counterparts    44
Section 13.07. Further Assurances    45
Section 13.08. Entire Agreement    45
Section 13.09. Governing Law    45
Section 13.10. Expenses    45
Section 13.11. Amendments and Waivers    46
Section 13.12. No Third Party Beneficiaries    47
Section 13.13. Headings    47
Section 13.14. Construction    47
Section 13.15. Power of Attorney    47
Section 13.16. Letter Agreements; Schedules    48
Section 13.17. Partnership Status    48























iii




SIXTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF
APOLLO PRINCIPAL HOLDINGS I, L.P.

This SIXTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP
AGREEMENT of Apollo Principal Holdings I, L.P. (the “ Partnership ”) is made on June 21, 2018, by and among Apollo Principal Holdings I GP, LLC, a limited liability company formed under the laws of the State of Delaware and registered as a foreign company in the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.

WHEREAS, the Partnership was formed as a limited partnership pursuant to the Delaware Act on the execution of the Limited Partnership Agreement of the Partnership on April 5, 2007 (the “ Original Agreement ”) by the General Partner and Laurie Medley (the “ Initial Limited Partner ”) and the filing of a Certificate of Limited Partnership (the “ Delaware Certificate ”) with the Office of the Secretary of State of the State of Delaware on April 5, 2007;

WHEREAS, on July 13, 2007, the Original Agreement was amended and restated (the “ First Amended Agreement ”) to permit the admission of additional limited partners (the “ Original Limited Partners ”) to the Partnership and the withdrawal of the Initial Limited Partner;

WHEREAS, on July 13, 2007, pursuant to the transactions effected by a Contribution, Purchase and Sale Agreement and the Roll-up Agreements, the Original Limited Partners transferred their limited partner interests to the current Limited Partners and the current Limited Partners were admitted to the Partnership (the “ Restructuring ”);

WHEREAS, as of October 13, 2008, the First Amended Agreement was amended and restated (the “ Second Amended Agreement ”) to reflect the withdrawal of the Original Limited Partners and the admission of the current Limited Partners pursuant to the Restructuring;

WHEREAS, as of April 14, 2010, the Second Amended Agreement was further amended and restated (the “ Third Amended Agreement ”);

WHEREAS, as of March 7, 2017, the Third Amended Agreement was further amended and restated (the “ Fourth Amended Agreement ”) for the purpose of designating the Series A Preferred Mirror Units;

WHEREAS, as of March 19, 2018, the Fourth Amended Agreement was further amended and restated (the “ Fifth Amended Agreement ”);

WHEREAS, on the date hereof, the Partnership deregistered as a limited partnership under the laws of the State of Delaware and registered as an exempted limited partnership under the Exempted Limited Partnership Law (2018 Revision) of the Cayman Islands (the “ Partnership Law ”) pursuant to the filing of the Cayman Certificate in accordance with the Partnership Law (the “ Migration ”); and




WHEREAS, in connection with the Migration, the General Partner desires to further amend the Fifth Amended Agreement as set forth herein (as so further amended and restated, this “ Agreement ”).




NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree as follows:

Article I

DEFINITIONS

Section 1.01. Definitions

. Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):

“ Additional Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .

“ Adjusted Capital Account Balance ” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(c)(4), (5) and (6); and
(ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704- 2(g) and 1.704-2(i)(5), and any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704- 1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“ Affiliate ” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

“ Agreement ” has the meaning set forth in the recitals.

“ Amended Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .

“ AOG Series A Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series A Preferred Mirror Units.

“ AOG Series B Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series B Preferred Mirror Units.

“ AP Professional ” means AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership.

“ APO Corp. ” means APO Corp., a Delaware corporation.

“ APO LLC ” means APO Asset Co., LLC, a Delaware limited liability company.




“ Apollo Operating Group ” means each of the Partnership, Apollo Principal Holdings II, L.P., a Cayman Islands limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Cayman Islands limited partnership, Apollo Principal Holdings VI, L.P., a Cayman Islands limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, Apollo Management Holdings, L.P., a Delaware limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, and any successors thereto or other entities formed to serve as holding vehicles for the Issuer’s carry vehicles, management companies or other entities formed to engage in the asset management business (including alternative asset management), as set forth on Annex A , as amended from time to time.

“ Assignee ” has the meaning set forth in Section 8.04 .

“ Assumed Tax Rate ” means the highest effective marginal combined United States federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductibility of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short- term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for United States federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

“ Authorized Person ” has the meaning set forth in Section 3.01(b) .

“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“ Capital Account ” means the separate capital account maintained for each Partner in accordance with Section 5.03 .

“ Capital Contribution ” means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), net of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to the Partnership pursuant to Article V .

“ Carrying Value ” means, with respect to any Partnership asset, the asset’s adjusted basis for United States federal income tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of (a) the date of



the acquisition of any additional Partnership interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the




distribution of more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership interest is relinquished to the Partnership; (d) any other date specified in the Treasury Regulations or (e) any other date specified by the General Partner; provided , however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for United States federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.

“ Cayman Certificate ” means the statement filed with the Registrar of Exempted Limited Partnerships of the Cayman Islands pursuant to section 9 of the Partnership Law and any subsequent statement of changes in the registered particulars of the Partnership filed pursuant to section 10 of the Partnership Law.
“ Change of Control Event ” has the meaning set forth in the Issuer LLC Agreement. “ Class ” means the classes of Units into which the interests in the Partnership may be
classified or divided from time to time pursuant to the provisions of this Agreement.

“ Class A Shares ” means the Class A Common Shares of the Issuer representing Class A limited liability company interests of the Issuer.

“ Class A Units ” means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.

“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to

time.

“ Common Units ” means the Class A Units.

“ Contingencies ” has the meaning set forth in Section 9.03(a) .

“ Contribution, Purchase and Sale Agreement ” means the Contribution, Purchase and Sale

Agreement, dated as of July 13, 2007, by and among the Partnership, Apollo Principal Holdings II, L.P., a Cayman Islands limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, and Apollo Management Holdings, L.P., a Delaware limited partnership, and certain other signatories party thereto.




“ Control ” (including the terms “ Controlled by ” and “ under common Control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly




or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

“ Covered Person ” and “ Covered Persons ” have the meanings set forth in Section 10.02(a) . “ Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Creditable Foreign Tax ” means a non-United States tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A non-United States tax is a Creditable Foreign Tax for these purposes without regard to whether a partner receiving an allocation of such non-United States tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “Creditable Foreign Tax” in Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.

“ Delaware Act ” means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17-101, et seq., as it may be amended from time to time.

“Delaware Certificate ” has the meaning set forth in the recitals.

“ Disabling Event ” means the General Partner ceasing to be the general partner of the Partnership for any of the reasons set out under the Partnership Law.

“ Dissolution Event ” has the meaning set forth in Section 9.02 .

“ Distributable Cash ” means cash received by the Partnership from dividends and distributions or other income, other than cash reserves to account for reasonably anticipated expenses and other liabilities, including, without limitation, tax liabilities, as the General Partner may determine to be appropriate.

“ Distribution Payment Date ” means March 15, June 15, September 15 and December 15 of each year, commencing (a) with respect to the Series A Preferred Mirror Units, on June 15, 2017 and (b) with respect to the Series B Preferred Mirror Units, on June 15, 2018.

“ Distribution Period ” means the period from and including a Distribution Payment Date to, but excluding, the next Distribution Payment Date, except that (a) the initial Distribution Period with respect to the Series A Preferred Mirror Units commenced on and included March 7, 2017 and (b) the initial Distribution Period with respect to the Series B Preferred Mirror Units commences on and includes March 19, 2018.

“ Encumbrance ” means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever.

“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended.







“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Exchange Agreement ” means the Fifth Amended and Restated Exchange Agreement dated as of April 28, 2017 among the Issuer, the Apollo Operating Group, and the limited partners of the Apollo Operating Group entities from time to time, as amended from time to time.

“ Exchange Transaction ” means an exchange of Class A Units for Class A Shares pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Class A Units to the Issuer, the Partnership or any of their Subsidiaries for other consideration.

“ Fifth Amended Agreement ” has the meaning set forth in the recitals. “ Final Adjudication ” has the meaning set forth in Section 10.02(a) . “ Final Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) . “ First Amended Agreement ” has the meaning set forth in the recitals.
“ Fiscal Year ” means (i) the period commencing upon the formation of the Partnership and ending on December 31, 2007 or (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31.

“ Fourth Amended Agreement ” has the meaning set forth in the recitals.

“ Fund ” means any pooled investment vehicle or similar entity sponsored or managed, directly or indirectly, by the Issuer or any of its Subsidiaries.

“ General Partner ” means Apollo Principal Holdings I GP, LLC, a limited liability company formed under the laws of the State of Delaware and registered as a foreign company in the Cayman Islands or any successor general partner admitted to the Partnership in accordance with the terms of this Agreement, each in its capacity as general partner of the Partnership.

“ Gross Ordinary Income ” means the Partnership’s gross income excluding any gross income attributable to the sale or exchange of “capital assets” as defined in Section 1221 of the Code. Allocations to Series A Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series A Preferred Mirror Units. Allocations to Series B Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series B Preferred Mirror Units.

“ Incapacity ” means, with respect to any Person, the bankruptcy, dissolution, termination, entry of an order of incompetence, or the insanity, permanent disability or death of such Person.

“ Initial Limited Partner ” has the meaning set forth in the recitals.







“ Issuer ” means Apollo Global Management, LLC, a limited liability company formed under the laws of the State of Delaware, or any successor thereto.

“ Issuer LLC Agreement ” means the Third Amended and Restated Limited Liability Company Agreement of the Issuer dated as of March 19, 2018.

“ Junior Units ” means Common Units and any other equity securities that the Partnership may issue in the future ranking, as to the payment of distributions, junior to the Series A Preferred Mirror Units and the Series B Preferred Mirror Units.

“ Law ” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Partnership or any Partner, as the case may be.

“ Limited Partner ” means each of the Persons from time to time listed as a limited partner in the books and records of the Partnership, each in their capacity as a limited partner of the Partnership.

“ Liquidation Agent ” has the meaning set forth in Section 9.03 .

“ Liquidation Preference ” means, in respect of any Preferred Units, the “Liquidation Preference” per Preferred Unit specified for such Preferred Units.

“ LP Register ” has the meaning set forth in Section 7.02 . “ Migration ” has the meaning set forth in the recitals.
“ Net Taxable Income ” has the meaning set forth in Section 4.01(b)(i) .

“ Nonrecourse Deductions ” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a Fiscal Year equals the net increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that Fiscal Year, determined according to the provisions of Treasury Regulations Section 1.704-2(c).

“ Notice of Dissolution ” has the meaning set forth in Section 9.05 . “ Original Agreement ” has the meaning set forth in the recitals. “ Original Limited Partners ” has the meaning set forth in the recitals.
“ Parity Units ” means any Partnership securities, including Preferred Units, that the Partnership has authorized or issued or may authorize or issue, the terms of which provide that such securities shall rank equally with the Series A Preferred Mirror Units and the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event. For purposes of this definition, the Series A Preferred Mirror Units shall be treated as Parity Units with respect to the Series B Preferred Mirror Units and the Series B







Preferred Mirror Units shall be treated as Parity Units with respect to the Series A Preferred Mirror Units.

“ Partner Nonrecourse Debt Minimum Gain ” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3).

“ Partner Nonrecourse Deductions ” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2).

“ Partners ” means, at any time, each person listed as a partner (including the General Partner) on the books and records of the Partnership, in each case for so long as he, she or it remains a partner of the Partnership as provided hereunder.

“ Partnership ” has the meaning set forth in the recitals. “ Partnership Law ” has the meaning set forth in the recitals.
“ Partnership Minimum Gain ” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

“ Partnership Representative ” means the “partnership representative” as defined in Section 6223 of the Code after amendment by P.L. 114-74.

“ Percentage Interest ” means, with respect to any Partner and subject to Section 11.01 and Section 12.01 , the quotient obtained by dividing the number of Units then owned by such Partner by the number of Units then owned by all Partners.

“ Permitted Jurisdiction ” means the United States or any state thereof, Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Gibraltar, Ireland, Italy, Luxembourg, the Netherlands, Switzerland, the United Kingdom or British Crown Dependencies, any other member country of the Organization for Economic Co-operation and Development, or any political subdivision of any of the foregoing.

“ Permitted Reorganization ” means the (i) voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership, to the maximum extent permitted be applicable law, into another exempted limited partnership pursuant to provisions of this Agreement that allow the Partnership to convert, merge or convey its assets to another entity with or without General Partner approval, (ii) for purposes of Section 11.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series A Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series A Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval or (iii) for purposes of Section 12.08 , reorganization or other transaction in which a successor to the Partnership issues



equity securities to the Series B Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the




Series B Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval.

“ Permitted Transfer ” means the sale, conveyance, exchange or transfer, for cash, shares of capital stock, securities or other consideration, of all or substantially all of the Partnership’s property or assets or the consolidation, merger or amalgamation of the Partnership with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into the Partnership.

“ Person ” means any individual, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.

“ Portfolio Company ” means any Person in which any Fund owns or has made, directly or indirectly, an investment.

“ Preferred Units ” means (i) the Series A Preferred Mirror Units, (ii) the Series B Preferred Mirror Units and (iii) any other Class of Units that entitles the Record Holders thereof to a preference or priority over the Record Holders of any other Class of Units in the right to share profits or losses or items thereof, the right to share in Partnership distributions or rights upon dissolution or liquidation of the Partnership.

“ Profits ” and “ Losses ” means, for each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for United States federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from United States federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the United States federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis; provided that if the United States federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses; and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.




“ Rating Agency Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.

“ Record Date ” means a date established by the General Partner in its sole discretion for determining the identity of Record Holders entitled to receive a distribution.

“ Record Holder ” or “ holder ” means, with respect to any Units, the Person in whose name such Units are registered on the books of the Partnership as of the opening of business on a particular Business Day.

“ Restructuring ” has the meaning set forth in the recitals.

“ Roll-up Agreements ” mean collectively, each Roll-up Agreement, by and among BRH Holdings, L.P., a Cayman Islands exempted limited partnership, AP Professional, the Issuer, APO LLC, APO Corp., and an employee of the Issuer or one of its Subsidiaries, dated as of July 13, 2007, each as amended, restated, supplemented or otherwise modified from time to time.

“ SEC ” means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.

“ Second Amended Agreement ” has the meaning set forth in the recitals.

“ Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Series A Dissolution Exception ” has the meaning set forth in Section 11.08(e) . “ Series A Distribution Rate ” means 6.375%.
“ Series A Holder ” means a holder of Series A Preferred Mirror Units.

“ Series A Liquidation Preference ” means $25.00 per Series A Preferred Mirror Unit. The Series A Liquidation Preference shall be the “Liquidation Preference” with respect to the Series A Preferred Mirror Units.

“ Series A Offering Expenses ” has the meaning set forth in Section 11.12 .

“ Series A Preferred Mirror Unit ” means a 6.375% Series A Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XI .
“ Series A Preferred Shares ” means the 6.375% Series A Preferred Shares of the Issuer. “ Series A Record Date ” means, with respect to any Distribution Payment Date, the March
1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series A Record Dates shall apply regardless of whether a particular Series A Record Date is a Business Day. The Series A Record Dates shall constitute Record Dates with respect to the Series A Preferred Mirror Units for the purpose of distributions on the Series A Preferred Mirror Units.







“ Series A Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement. “ Series B Dissolution Exception ” has the meaning set forth in Section 12.08(e) .
“ Series B Distribution Rate ” means 6.375%.

“ Series B Holder ” means a holder of Series B Preferred Mirror Units.

“ Series B Liquidation Preference ” means $25.00 per Series B Preferred Mirror Unit. The Series B Liquidation Preference shall be the “Liquidation Preference” with respect to the Series B Preferred Mirror Units.

“ Series B Offering Expenses ” has the meaning set forth in Section 12.12 .

“ Series B Preferred Mirror Unit ” means a 6.375% Series B Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XII .
“ Series B Preferred Shares ” means the 6.375% Series B Preferred Shares of the Issuer. “ Series B Record Date ” means, with respect to any Distribution Payment Date, the March
1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series B Record Dates shall apply regardless of whether a particular Series B Record Date is a Business Day. The Series B Record Dates shall constitute Record Dates with respect to the Series B Preferred Mirror Units for the purpose of distributions on the Series B Preferred Mirror Units.

“ Series B Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.

“ Similar Law ” means any law or regulation that could cause the underlying assets of the Partnership to be treated as assets of the Limited Partner by virtue of its limited partnership interest in the Partnership and thereby subject the Partnership and the General Partner (or other persons responsible for the investment and operation of the Partnership’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.

“ Subsidiary ” means, with respect to any Person, as of any date of determination, any other Person as to which such Person owns, directly or indirectly, or otherwise controls, more than 50% of the voting shares or other similar interests or the sole general partner interest or managing member or similar interest of such Person. The term “Subsidiary” does not include at any time any Funds or Portfolio Companies.

“ Substantially All Merger ” means a merger or consolidation of one or more members of the Apollo Operating Group with or into another Person that would, in one or a series of related transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the combined assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.




“ Substantially All Sale ” means a sale, assignment, transfer, lease or conveyance, in one or a series of related transactions, directly or indirectly, of all or substantially all of the assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.

“ Tax Advances ” has the meaning set forth in Section 5.07 . “ Tax Amount ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Distributions ” has the meaning set forth in Section 4.01(b)(i) . “ Tax Matters Partner ” has the meaning set forth in Section 5.08 . “ Third Amended Agreement ” has the meaning set forth in the recitals.
“ Transfer ” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law, including, without limitation, the exchange of any Unit for any other security.

“ Treasury Regulations ” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“ Units ” means the Class A Units and any other Class of Units authorized in accordance with this Agreement, including the Series A Preferred Mirror Units and the Series B Preferred Mirror Units, which shall constitute interests in the Partnership as provided in this Agreement and under the Partnership Law; entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of this Agreement.

“ 2007 Omnibus Equity Incentive Plan ” means the Issuer’s 2007 Omnibus Equity Incentive Plan, as amended, restated, supplemented or otherwise modified from time to time.

Article II

FORMATION, TERM, PURPOSE AND POWERS

Section 2.01. Formation

. The Partnership was formed as a limited partnership under the provisions of the Delaware Act by the filing on April 5, 2007 of the Delaware Certificate as provided in the recitals. In connection with the Migration, the Partnership is hereby continued pursuant to the Partnership Law and this Agreement. If requested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the



General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of an exempted




limited partnership under the Partnership Law, (b) if the General Partner deems it advisable, the operation of the Partnership as an exempted limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.

Section 2.02. Name

. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, Apollo Principal Holdings I, L.P.

Section 2.03. Term

. The term of the Partnership commenced on the date of the filing of the Delaware Certificate, and the term shall continue until the dissolution of the Partnership in accordance with Article IX . The existence of the Partnership shall continue until the dissolution of the Partnership in the manner required by the Partnership Law.

Section 2.04. Offices

. The address of the Partnership’s registered office in the Cayman Islands is Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1 – 9008, Cayman Islands, or such other place or places in the Cayman Islands as the General Partner may, in its absolute discretion, from time to time decide. The Partnership may have other offices at such places as the General Partner from time to time may select.

Section 2.05. Agent for Service of Process

. The Partnership’s registered agent for service of process in the Cayman Islands shall be at Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands, or such other place in the Cayman Islands as the General Partner may in its absolute discretion determine from time to time.

Section 2.06. Business Purpose

. The Partnership shall have the power to engage in any lawful act or activity for which exempted limited partnerships may be formed under the Partnership Law and engage in any and all activities necessary or incidental thereto.

Section 2.07. Powers of the General Partner

. Subject to the limitations set forth in this Agreement, the General Partner will possess and may exercise all of the powers and privileges granted to it by the Partnership Law including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06 .




Section 2.08. Partners; Admission of New Partners




. Each of the Partners of the Partnership hereby continues as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Partnership Law, except as is otherwise expressly provided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time to time as a new Partner in accordance with Section 8.05 and Section 8.06 ; provided , however, that each new Partner shall execute and deliver to the General Partner an appropriate supplement or instrument of adherence to this Agreement pursuant to which the new Partner agrees to be bound by and adhere to the terms and conditions of the Agreement, as it may be amended from time to time.

Section 2.09. Withdrawal

. No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Units owned by such Partner in accordance with Article VIII ; provided , however, that a new General Partner or substitute General Partner may be admitted to the Partnership in accordance with Section 8.05 .

Article III

MANAGEMENT

Section 3.01. General Partner

.

(a)      The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.

(b)      The Partners hereby agree that the Partnership, acting by the General Partner and/or any officer of the General Partner (each, an “ Authorized Person ”) on its behalf, shall be and hereby is authorized to (i) open bank accounts on behalf of the Partnership in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Partnership on deposit in such accounts, as may be deemed by the General Partner or any Authorized Person, or any of them, to be necessary, appropriate or otherwise in the best interests of the Partnership and, in connection therewith, execute any form of required resolution necessary to open any such bank accounts; (ii) prepare, execute and file with the appropriate authorities such federal, state or local applications, forms and papers on behalf of the Partnership as may be required by law or deemed by the General Partner or any Authorized Person, or any of them, to be necessary, appropriate or otherwise in the best interests of the Partnership, as applicable; and (iii) pay on behalf of the Partnership any and all fees and expenses incident to and necessary to perfect the organization of the Partnership. Notwithstanding any other provision of this Agreement, the Partnership, acting by the General Partner and/or any Authorized Person on its behalf, is hereby authorized to enter into, and to perform its obligations under, the aforementioned agreements, deeds, receipts, certificates, filings and other documents, without any consent of any Limited Partner, but such authorization shall not be deemed



a restriction on the power of the Partnership or the General Partner and/or any Authorized Person acting on behalf of the Partnership to enter into, and to




perform its obligations under, other agreements on behalf of the Partnership. The Partners agree that the General Partner and/or any Authorized Person may execute the aforementioned agreements, deeds, receipts, certificates, filings and other documents on behalf of the Partnership under any title, including without limitation “Authorized Person,” that the General Partner or any Authorized Person, or any of them, deems appropriate and that any prior acts of the Partnership and the General Partner and/or any Authorized Person acting on behalf of the Partnership, consistent with the foregoing authorizations, are hereby ratified and confirmed.

Section 3.02. Compensation

. The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacity as General Partner.

Section 3.03. Expenses

. The Partnership shall bear and/or reimburse (i) the General Partner for any expenses incurred by the General Partner in connection with serving as the general partner of the Partnership, and (ii) Issuer and APO LLC, with respect to the Partnership’s allocable share of any expenses solely incurred by or attributable to the Issuer or APO LLC but excluding obligations incurred under the Tax Receivable Agreement, dated as of July 13, 2007 among APO Corp. and the Apollo Operating Group entities party thereto, by the Issuer, income tax expenses of the Issuer or APO LLC and indebtedness incurred by the Issuer or APO LLC.

Section 3.04. Authority of Partners

. No Limited Partner, in its capacity as such, shall participate in or have any control over the conduct of the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. Except as required or permitted by Law, or by separate agreement with the Partnership, no Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.




Section 3.05. Action by Written Consent or Ratification




. Any action required or permitted to be taken by the Partners pursuant to this Agreement shall be taken if all Partners whose consent or ratification is required consent thereto or provide a consent or ratification in writing.

Article IV

DISTRIBUTIONS

Section 4.01. Distributions

.

(a) Subject to Section 4.04, Article XI and Article XII , all distributions of Distributable Cash shall be made, at the discretion of the General Partner, to the Limited Partners pro rata in accordance with their respective Percentage Interests.

(b) Tax Distributions .

(i)      Subject to Section 4.04 , Article XI and Article XII , in addition to the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year will give rise to taxable income for the Partners (“ Net Taxable Income ”), the General Partner shall cause the Partnership to distribute Distributable Cash in respect of income tax liabilities (the “ Tax Distributions ”) to the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities, provided that distributions pursuant to Section 4.02 and allocations pursuant to Section 5.04 related to such distributions shall not be taken into account for purposes of this Section 4.01(b) . The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance with Article V , multiplied by the Assumed Tax Rate (the “ Tax Amount ”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored. Any Tax Distributions shall be made to all Partners, whether or not they are subject to such applicable United States federal, state and local taxes, pro rata in accordance with their Percentage Interest.

(ii)      Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner: (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “ Amended Tax Amount ”), and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended



Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “ Credit




Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount for such Fiscal Year (the “ Final Tax Amount ”) and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (the “ Additional Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein.

(c) 2007 Distributions . The Partners acknowledge that all distributions of Distributable Cash made in 2007 were governed by Article IV of the Second Amended Agreement and the terms of such Article IV of the Second Amended Agreement, which are hereby incorporated by reference, shall govern with respect to all distributions made in 2007.

Section 4.02. Liquidation Distribution

. Distributions made during the winding up of the Partnership shall be made as provided in Section 9.03 .

Section 4.03. Limitations on Distribution

. Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall not make a Partnership distribution to any Partner if such distribution would violate the Partnership Law or other applicable Law.

Section 4.04. Distributions on Series A Preferred Mirror Units

. No distributions shall be made with respect to the Series A Preferred Mirror Units except as permitted under Article XI . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series A Preferred Mirror Units.

Section 4.05. Distributions on Series B Preferred Mirror Units

. No distributions shall be made with respect to the Series B Preferred Mirror Units except as permitted under Article XII . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series B Preferred Mirror Units.

Article V

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS

Section 5.01. Initial Capital Contributions







. The Partners have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Class A Units, Series A Preferred Mirror Units and/or Series B Preferred Mirror Units as specified in the books and records of the Partnership.

Section 5.02. No Additional Capital Contributions

. Except as otherwise provided in this Article V , no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional Capital Contributions to the Partnership without the consent of the General Partner.

Section 5.03. Capital Accounts

. A separate capital account (a “Capital Account”) shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s Capital Contributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05 ; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04 , any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 5.05 , and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest. The Capital Account balance of each holder of Series A Preferred Mirror Units with respect to each Series A Preferred Mirror Unit shall equal the Liquidation Preference per Series A Preferred Mirror Unit as of the date such Series A Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XI . The Capital Account balance of each holder of Series B Preferred Mirror Units with respect to each Series B Preferred Mirror Unit shall equal the Liquidation Preference per Series B Preferred Mirror Unit as of the date such Series B Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XII .

Section 5.04. Allocations of Profits and Losses

. Except as otherwise provided in this Agreement (including Section 11.06 and Section 12.06 ), Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in respect of any Common Units held by a Partner in a manner such that the Capital Account of each Partner holding Common Units after giving effect to the special allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the affairs of the Partnership were wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant



to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately




prior to the hypothetical sale of assets. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.

Section 5.05. Special Allocations

. Notwithstanding any other provision in this Article V :

(a) Minimum Gain Chargeback . If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners holding Common Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4).

(b) Qualified Income Offset . If any Partner holding Common Units unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

(c) Gross Income Allocation . If any Partner holding Common Units has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.

(d) Nonrecourse Deductions . Nonrecourse Deductions shall be allocated to the Partners in accordance with their respective Percentage Interests.




(e) Partner Nonrecourse Deductions . Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j).

(f) Creditable Foreign Taxes . Creditable Foreign Taxes for any taxable period attributable to the Partnership, or an entity owned directly or indirectly by the Partnership, shall be allocated to the Partners in proportion to the Partners’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Foreign Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 5.05(f) are intended to comply with the provisions of Treasury Regulations Section 1.704- 1(b)(4)(viii), and shall be interpreted consistently therewith.

(g) Ameliorative Allocations . Any special allocations of income or gain pursuant to Section 5.05(b) or (c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g) , so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Section 5.05(b) or (c) had not occurred.

Section 5.06. Tax Allocations

. For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses, and specially allocated items, including items of Gross Ordinary Income allocated pursuant to Section 11.06 and Section 12.06 , are allocated for Capital Account purposes; provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for United States federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the difference between the Carrying Value and the adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make such allocations for tax purposes as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.

Section 5.07. Tax Advances

. To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to make tax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of this Agreement such Partner shall be treated as having



received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners




from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or make a tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b) ) with respect to income attributable to or distributions or other payments to such Partner.

Section 5.08. Tax Matters

. The General Partner shall be the initial “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (prior to amendment by P.L. 114-74) (the “Tax Matters Partner”) and the Partnership Representative for purposes of Section 6223 of the Code (after amendment by P.L. 114-74). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, in consultation with the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Partner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep the other Partners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Partnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of United States Internal Revenue Service Schedule K-1, and any comparable statements required by applicable United States state or local income tax Law as a result of the Partnership’s activities or investments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners to prepare and file their own tax returns. The Partnership shall use any reasonable method or combination of methods in accordance with Section 706(d) of the Code for the purpose of allocating or specifically allocating items of income, gain, loss, deduction and expense of the Partnership for federal income tax purposes to account for the varying interests of the Partners for the Fiscal Year.

Section 5.09. Other Allocation Provisions

. Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Section 5.03 , Section 5.04 and Section 5.05 may be amended at any time by the General Partner if the General Partner believes such amendment is advisable, so long as any such amendment does not materially change the relative economic interests of the Partners. Furthermore, the General Partner shall use its reasonable best efforts to cause its Subsidiaries to make adjustments to Capital Accounts to reflect an adjustment to the carrying value of such Subsidiaries’ assets consistent with the adjustments to Carrying Values of the Partnership’s assets hereunder.




Article VI

BOOKS AND RECORDS; REPORTS

Section 6.01. Books and Records

.

(a) At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separate books of account for the Partnership.

(b) Except as limited by Section 6.01(c) , each Limited Partner shall have the right to receive, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense:

(i)      a copy of the Delaware Certificate, the Cayman Certificate and this Agreement and all amendments thereto, or equivalents thereof, together with a copy of the executed copies of all powers of attorney pursuant to which the Delaware Certificate, Cayman Certificate and this Agreement and all amendments thereto have been executed; and

(ii)      promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the three most recent years.

(c) The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole discretion, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes is not in the best interests of the Partnership, could damage the Partnership or its business or that the Partnership is required by law or by agreement with any third party to keep confidential.

Article VII

PARTNERSHIP UNITS

Section 7.01. Units

. Interests in the Partnership shall be represented by Units. As of the date of this Agreement, the Units are comprised of three Classes: Class A Units, Series A Preferred Mirror Units and Series B Preferred Mirror Units. The terms, rights, powers, preferences and duties of the Series A Preferred Mirror Units and the Series B Preferred Mirror Units are as set forth in Article XI and Article XII , respectively. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits



and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon the winding up, liquidation and dissolution of the




Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions);
(v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units, the Series A Preferred Mirror Units, the Series B Preferred Mirror Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.

Section 7.02. Register

. The General Partner shall cause to be maintained at the principal office of the Partnership or such other place as the Partnership Law may permit, a register of limited partnership interests and a record of contribution of the Limited Partners (together, the “ LP Register ”), which shall include such information as may be required by the Partnership Law. The General Partner shall from time to time, update the LP Register as required by the Partnership Law to accurately reflect the information therein and no action of any partner shall be required to amend or update the LP Register. The LP Register shall not form part of this Agreement. The register of limited partnership interests shall be open to inspection by all Limited Partners at any time for any purpose reasonably related to such Limited Partners interest in the Partnership and the record of contributions shall be available for inspection by any such Limited Partner only with the consent of the General Partner. The LP Register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information with respect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of the Partnership.

Section 7.03. Registered Partners

. The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Partnership Law or other applicable Law.




Article VIII

FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS

Section 8.01. Limited Partner Transfers

.

(a)      Except as provided in clauses (b) and (c) of this Section 8.01 , no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.

(b)      Notwithstanding clause (a) above, and subject to Section 8.03 , each Limited Partner may exchange or otherwise Transfer Common Units in an Exchange Transaction pursuant to the terms of the Exchange Agreement. In the case of a Transfer of Common Units in connection with an Exchange Transaction, the Percentage Interests of the Limited Partners shall be appropriately adjusted to provide for, as applicable, a decrease in the number of Common Units owned by the exchanging Limited Partner and an increase in the number of Common Units owned by APO LLC.

(c)      Notwithstanding clause (a) above, and subject to Section 8.04 , each Limited Partner that is a party to a Roll-up Agreement may exchange or otherwise Transfer Units pursuant to the terms and provisions thereof.

Section 8.02. Encumbrances

. No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units (or any beneficial interest therein) other than Encumbrances that run in favor of the Limited Partner unless the General Partner consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion. Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Any purported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.

Section 8.03. Further Restrictions




. Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if:

(a) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;

(b) such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities laws (including Canadian provincial or territorial securities laws) or would constitute a non- exempt distribution pursuant to applicable provincial or state securities laws;

(c) such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise;

(d) to the extent requested by the General Partner, the Partnership does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to adhere to and be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion; or

(e) such Transfer would create a substantial risk that the Partnership would be classified or otherwise treated other than as a partnership for United States federal income tax purposes.

Section 8.04. Rights of Assignees

. Subject to Section 8.05 and Section 8.06 , the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“ Assignee ”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.05 or Section 8.06 .

Section 8.05. Admissions, Withdrawals and Removals

.




(a) No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent or ratification of APO LLC. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a




General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).

(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.07 .

(c) Except as otherwise provided in Article IX or the Partnership Law, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.

Section 8.06. Admission of Assignees as Substitute Limited Partners

. An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:

(a) the General Partner consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in each case in the General Partner’s sole discretion;

(b) if required by the General Partner, the General Partner receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to adhere to and be bound by this Agreement as a substitute Limited Partner) that are in a form satisfactory to the General Partner (as determined in its sole discretion);

(c) if required by the General Partner, the General Partner receives an opinion of counsel satisfactory to the General Partner to the effect that such Transfer is in compliance with this Agreement and all applicable Law; and

(d) if required by the General Partner, the parties to the Transfer, or any one of them, pays all of the Partnership’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Partnership).

Section 8.07. Withdrawal and Removal of Limited Partners

. If a Limited Partner ceases to hold any Units, then such Limited Partner shall withdraw from the Partnership and shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.

Article IX

DISSOLUTION, LIQUIDATION AND TERMINATION

Section 9.01. No Winding Up




. Except as required by the Partnership Law, the Partnership shall not be required to commence winding up by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be wound up, liquidated, and




dissolved only pursuant to the provisions of this Article IX , and the Partners hereby irrevocably waive any and all other rights they may have to cause a winding up and/or dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.

Section 9.02. Events Causing Winding Up

. The Partnership shall be wound up upon the occurrence of any of the following events (each, a “ Dissolution Event ”):

(a) an order of a court of competent jurisdiction for the winding up and dissolution of the Partnership, upon the finding that it is not reasonably practicable to carry on the business of the Partnership in conformity with this Agreement;

(b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners;

(c) the written consent of the General Partner and APO Corp.;

(d) any other event expressly set out in the Partnership Law not inconsistent with any provision hereof causing the winding up of the Partnership under the Partnership Law;

(e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be required to be wound up and subsequently dissolved in connection with any of the events specified in this Section 9.02(a) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) APO Corp. consents to or ratifies the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 90 days following notice of any such event being given to all Limited Partners.

Section 9.03. Distribution upon Winding Up

. Upon the commencement of the winding up of the affairs of the Partnership, the General Partner, or any other Person designated by the General Partner (the “ Liquidation Agent ”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order:

(a) First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“ Contingencies ”). Any such reserve may



be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration




of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03 ;

(b) Second, to the holders of the Series A Preferred Mirror Units and the holders of the Series B Preferred Mirror Units, as provided in Article XI and Article XII , respectively; and

(c) The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Percentage Interests.

Section 9.04. Time for Liquidation

. A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

Section 9.05. Termination

. The Partnership shall be dissolved when all of the assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX . Following the completion of the winding up of the Partnership, the General Partner (or the Liquidation Agent, as applicable) shall execute, acknowledge and cause to be filed a notice of dissolution (the “ Notice of Dissolution ”) of the Partnership with the Registrar of Exempted Limited Partnerships of the Cayman Islands and the winding up of the Partnership shall be complete on the filing of the Notice of Dissolution. This Agreement shall terminate upon the filing of the Notice of Dissolution.

Section 9.06. Claims of the Partners

. The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return such Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negative balance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restore such negative balance during the existence of the Partnership, upon winding up or dissolution of the Partnership or otherwise, except to the extent required by the Partnership Law.

Section 9.07. Survival of Certain Provisions

. Notwithstanding anything to the contrary in this Agreement, the provisions of Section
10.02
and Section 13.09 shall survive the dissolution of the Partnership.




Article X

LIABILITY AND INDEMNIFICATION

Section 10.01. Liability of Partners

.

(a)      No Limited Partner shall be liable for any debt, obligation or liability of the Partnership or of any other Partner or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Limited Partner of the Partnership, except to the extent required by the Partnership Law.

(b)      Except as required by law, this Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Partners (including without limitation, the General Partner) hereto or on their respective Affiliates. Further, the Partners hereby eliminate, to the fullest extent permitted by law, any and all fiduciary duties that, absent such elimination, may exist at or be implied by Law or in equity, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Partnership are only as expressly set forth in this Agreement and those required by the Partnership Law.

(c)      Subject to the Partnership Law, to the extent that, at law or in equity, any Partner (including without limitation, the General Partner) has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the Partners (including without limitation, the General Partner) acting under this Agreement will not be liable to the Partnership or to any such other Partner for their good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Partner (including without limitation, the General Partner) otherwise existing at law or in equity to the Partnership or the Partners, are agreed by the Partners to replace or eliminate to that extent such other duties and liabilities of the Partners relating thereto (including without limitation, the General Partner), to the fullest extent permitted by applicable Law.

(d)      The General Partner may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the General Partner on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will, with respect to the Partnership and the other Partners, be full justification for any such act or omission, and the General Partner will be fully protected from liability to the Partnership and the other Partners in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.

(e)      To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any agreement contemplated herein or otherwise applicable provision of law or equity, whenever in this Agreement the General Partner is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, such General Partner shall be entitled to consider only such interests and







factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or the Limited Partners, or (ii) in its “good faith” or under another expressed standard, such General Partner shall act under such express standard and shall not be subject to any other or different standards.

Section 10.02. Indemnification

.

(a) The General Partner, the Tax Matters Partner, the Partnership Representative (including, without limitation, for this purpose each former and present director, officer, consultant, advisor, manager, member, employee and stockholder of the General Partner, the Tax Matters Partner or the Partnership Representative) and each Limited Partner (including any former Limited Partner), in his capacity, as such, and to the extent such Limited Partner participates, directly or indirectly, in the Partnership’s activities (each, a “ Covered Person ” and collectively, the “ Covered Persons ”) shall not be liable to the Partnership or, to the extent applicable, to any of the other Partners for any loss, claim, damage or liability occasioned by any acts or omissions in the performance of its services hereunder, unless it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “ Final Adjudication ”) that such loss, claim, damage or liability is due to an act or omission of a Covered Person (i) made in bad faith or with criminal intent or (ii) that adversely affected the Partnership and that failed to satisfy any duty of care owed to the Partnership (as modified by this Agreement) or as otherwise required by Law.

(b) A Covered Person shall be indemnified to the fullest extent permitted by law by the Partnership against any losses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) incurred by or imposed upon him by reason of or in connection with any action taken or omitted by such Covered Person arising out of the Covered Person’s status as a Partner or its activities on behalf of the Partnership, including in connection with any action, suit, investigation or proceeding before any judicial, administrative, regulatory or legislative body or agency to which it may be made a party or otherwise involved or with which it shall be threatened by reason of being or having been the General Partner or by reason of serving or having served as a director, officer, consultant, advisor, manager, member, partner, employee or stockholder of any enterprise in which the Partnership or any of its Affiliates has or had a financial interest; provided that the Partnership may, but shall not be required to, indemnify a Covered Person with respect to any matter as to which there has been a Final Adjudication that its acts or its failure to act (i) were in bad faith or with criminal intent, or
(ii) were of a nature that makes indemnification by the relevant Affiliate unavailable. The right to indemnification granted by this Section 10.02 shall be in addition to any rights to which a Covered Person may otherwise be entitled and shall inure to the benefit of the successors by operation of law or valid assigns of such Covered Person. The Partnership shall pay the expenses incurred by a Covered Person in defending a civil or criminal action, suit, investigation or proceeding in advance of the final disposition of such action, suit, investigation or proceeding, upon receipt of an undertaking by the Covered Person to repay such payment if there shall be a Final Adjudication that it is not entitled to indemnification as provided herein. In any suit brought by the Covered Person to enforce a right to indemnification hereunder it shall be a defense that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 , and in any suit in the







name of the Partnership to recover expenses advanced pursuant to the terms of an undertaking the Partnership shall be entitled to recover such expenses upon Final Adjudication that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 . In any such suit brought to enforce a right to indemnification or to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to an advancement of expenses, shall be on the Partnership (or any Limited Partner acting derivatively or otherwise on behalf of the Partnership or the Limited Partners). The General Partner may not satisfy any right of indemnity or reimbursement granted in this Section 10.02 or to which it may be otherwise entitled except out of the assets of the Partnership (including, without limitation, insurance proceeds and rights pursuant to indemnification agreements), and no Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. The General Partner may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 and obtain appropriate insurance coverage on behalf and at the expense of the Partnership to secure the Partnership’s indemnification obligations hereunder and may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 . Each Covered Person shall be deemed a third party beneficiary (to the extent not a direct party hereto) to this Agreement and, in particular, the provisions of this Section 10.02 .

(c) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or the Partners, the Covered Person shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity to the Partnership or the Partners, are agreed by the Partners to replace or eliminate such other duties and liabilities of each such Covered Person, to the fullest extent permitted by applicable Law.

Article XI

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS

Section 11.01. Designation

. The Series A Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series A Preferred Mirror Unit shall be identical in all respects to every other Series A Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series A Holder in its capacity as such with respect to Series A Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series A Holders, “Percentage Interest” shall mean, with respect to any holder of Series A Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series A Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series A Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series A Holders or holders of other Parity Units, issue additional Series A Preferred Mirror Units.




Section 11.02. Distributions

.

(a) The Series A Holders shall be entitled to receive with respect to each Series A Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series A Distribution Rate (subject to Section 11.05 of this Agreement) of the Series A Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series A Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the LP Register at the close of business, New York City time, on a Series A Record Date, provided that if the Series A Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the LP Register at the close of business, New York City time, on the Business Day immediately preceding such Series A Record Date.

(b) So long as any Series A Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series A Mirror Interests or (ii) the Series A Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series A Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units.

(c) The General Partner may, in its sole discretion, choose to pay distributions on the Series A Preferred Mirror Units without the payment of any distributions on any Junior Units.

(d) When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series A Preferred Mirror Units or any Parity Units, all distributions declared upon the Series A Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series A Preferred Mirror Units and all unpaid




distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.

(e) No distributions may be declared or paid or set apart for payment on any Series A Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units, subject to any applicable terms of such outstanding Units.

(f) Series A Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.

(g) The Partnership and the Series A Holders intend that no portion of the distributions paid to the Series A Holders pursuant to this Section 11.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series A Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.

Section 11.03. Rank

. The Series A Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:

(a) junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series A Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;

(b) equally to any Parity Units; and

(c) senior to any Junior Units. Section 11.04. Redemption
.

(a) Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series A Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.







(b) If the Issuer redeems its Series A Preferred Shares pursuant to a Change of Control Event or a Series A Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series A Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series A Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series A Holders thereof shall cease other than the right to receive the redemption price, without interest.

(c) Without limiting clause (b) of this Section 11.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series A Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series A Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series A Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series A Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series A Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series A Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series A Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series A Preferred Mirror Units without interest.

(d) The Series A Holders shall have no right to require redemption of any Series A Preferred Mirror Units.

Section 11.05. Series A Distribution Rate

. If the distribution rate per annum on the Series A Preferred Shares issued by the Issuer shall increase pursuant to Section 13.5 of the Issuer LLC Agreement, then the Series A Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIII of the Issuer LLC Agreement.

Section 11.06. Allocations

. Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series A Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series A Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series A Preferred Mirror Units







pursuant to Section 11.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series A Holders pursuant to this Section 11.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series A Holders pursuant to the prior sentence and to the Series B Holders pursuant to Section 12.06 , Gross Ordinary Income shall be allocated to the Series A Holders and Series B Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series A Preferred Shares and Series B Preferred Shares respectively in such Fiscal Year.

Section 11.07. Voting

. Notwithstanding any provision in this Agreement or the Partnership Law to the contrary, the Series A Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Partnership action or inaction.

Section 11.08. Liquidation Rights

.

(a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Section 9.03 , the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 11.08(a) .

(b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.

(c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 11.08 .




(d) Nothing in this Section 11.08 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior




to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.

(e) For the purposes of this Section 11.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series A Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1- 02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series A Dissolution Exception ”).

(f) In the event that any member of the Apollo Operating Group liquidates, winds up or dissolves, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series A Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series A Dissolution Exception or (ii) an event where the Issuer’s Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.

Section 11.09. No Duties to Series A Holders

. Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series A Holders.

Section 11.10. Coordination Among Apollo Operating Group

. To facilitate compliance with the limitations set forth in Section 11.02(b) and Section 11.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity




interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.

Section 11.11. Amendments and Waivers

. Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XI may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.

Section 11.12. Expenses

. It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series A Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series A Preferred Shares by the Issuer (the “ Series A Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series A Preferred Shares to APO LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC), LLC and
APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series A Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series A Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.

Article XII

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS

Section 12.01. Designation

. The Series B Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series B Preferred Mirror Unit shall be identical in all respects to every other Series B Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series B Holder in its capacity as such with respect to Series B Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series B Holders, “Percentage Interest” shall mean, with respect to any holder of Series B Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series B Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series B Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series B Holders or holders of other Parity Units, issue additional Series B Preferred Mirror Units.




Section 12.02. Distributions




.

(a) The Series B Holders shall be entitled to receive with respect to each Series
B Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series B Distribution Rate (subject to Section 12.05 of this Agreement) of the Series B Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series B Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the LP Register at the close of business, New York City time, on a Series B Record Date, provided that if the Series B Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the LP Register at the close of business, New York City time, on the Business Day immediately preceding such Series B Record Date.

(b) So long as any Series B Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series B Mirror Interests or (ii) the Series B Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan (or any successor or similar plan) in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series B Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units or with proceeds from the substantially concurrent sale of Junior Units.

(c) The General Partner may, in its sole discretion, choose to pay distributions on the Series B Preferred Mirror Units without the payment of any distributions on any Junior Units.

(d) When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series B Preferred Mirror Units or any Parity Units, all distributions declared upon the Series B Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series B Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution




Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.

(e) No distributions may be declared or paid or set apart for payment on any Series B Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units, subject to any applicable terms of such outstanding Units.

(f) Series B Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.

(g) The Partnership and the Series B Holders intend that no portion of the distributions paid to the Series B Holders pursuant to this Section 12.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series B Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.

Section 12.03. Rank

. The Series B Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:

(a) junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;

(b) equally to any Parity Units; and

(c) senior to any Junior Units. Section 12.04. Redemption
.

(a) Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series B Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.




(b) If the Issuer redeems its Series B Preferred Shares pursuant to a Change of Control Event or a Series B Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. If the Issuer redeems its Series B Preferred Shares pursuant to a Rating Agency Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.50 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series B Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series B Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series B Holders thereof shall cease other than the right to receive the redemption price, without interest.

(c) Without limiting clause (b) of this Section 12.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series B Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series B Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series B Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series B Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series B Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series B Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series B Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series B Preferred Mirror Units without interest.

(d) The Series B Holders shall have no right to require redemption of any Series B Preferred Mirror Units.

Section 12.05. Series B Distribution Rate

. If the distribution rate per annum on the Series B Preferred Shares issued by the Issuer shall increase pursuant to Section 14.5 of the Issuer LLC Agreement, then the Series B Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIV of the Issuer LLC Agreement.

Section 12.06. Allocations




. Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series B Preferred Mirror




Units in accordance with each holder’s Percentage Interest with respect to their Series B Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series B Holders pursuant to this Section 12.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series B Holders pursuant to the prior sentence and to the Series A Holders pursuant to Section 11.06 , Gross Ordinary Income shall be allocated to the Series B Holders and Series A Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series B Preferred Shares and Series A Preferred Shares respectively in such Fiscal Year.

Section 12.07. Voting

. Notwithstanding any provision in this Agreement or the Partnership Law to the contrary, the Series B Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series B Holders shall not be required for the taking of any Partnership action or inaction.

Section 12.08. Liquidation Rights

.

(a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series B Preferred Mirror Units in accordance with Section 9.03 , the Series B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series B Holder is entitled pursuant to this Section 12.08(a) .

(b) Upon a Dissolution Event, after each Series B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs), such Series B Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.

(c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series B Holders



and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 12.08 .




(d) Nothing in this Section 12.08 shall be understood to entitle the Series B Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.

(e) For the purposes of this Section 12.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series B Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1- 02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, wound up or dissolved are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series B Dissolution Exception ”).

(f) In the event that any member of the Apollo Operating Group liquidates, winds up or dissolves, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series B Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series B Dissolution Exception or (ii) an event where the Issuer’s Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.

Section 12.09. No Duties to Series B Holders

. Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series B Holders.

Section 12.10. Coordination Among Apollo Operating Group

. To facilitate compliance with the limitations set forth in Section 12.02(b) and Section 12.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the







general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.

Section 12.11. Amendments and Waivers

. Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XII may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.

Section 12.12. Expenses

. It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series B Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series B Preferred Shares by the Issuer (the “ Series B Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series B Preferred Shares to APO LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC), LLC and
APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series B Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series B Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.

Article XIII

MISCELLANEOUS

Section 13.01. Severability

. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 13.02. Notices







. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13.02 ):

(a)
If to the Partnership, to:

Apollo Principal Holdings I, L.P.
c/o Apollo Principal Holdings I GP, LLC 9 West 57 th St., 43 rd Floor
New York, NY 10019

(b)
If to any Limited Partner, to:

Apollo Principal Holdings I, L.P.
c/o Apollo Principal Holdings I GP, LLC 9 West 57th St., 43rd Floor
New York, NY 10019

(c)
If to the General Partner, to:

Apollo Principal Holdings I GP, LLC 9 West 57th St., 43rd Floor
New York, NY 10019 Section 13.03. Cumulative Remedies
. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by Law.

Section 13.04. Binding Effect

. This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

Section 13.05. Interpretation

. Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding provisions of this Agreement.

Section 13.06. Counterparts







. This Agreement may be executed and delivered (including by facsimile transmission or other electronic means) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 13.06 .

Section 13.07. Further Assurances

. Each Limited Partner shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

Section 13.08. Entire Agreement

.

(a) This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

(b) For the avoidance of doubt, each of the Limited Partners that serve as a senior managing director of any of the Apollo Operating Group entities or their Subsidiaries may from time to time enter into agreements with the Partnership in respect of the terms of such service.

Section 13.09. Governing Law

. This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands. To the fullest extent permitted by applicable law, the General Partner and each Limited Partner hereby agree that any claim, action or proceeding by any Limited Partner seeking any relief whatsoever based on, arising out of or in connection with, this Agreement or the Partnership’s business or affairs shall be brought only in the courts located in the Cayman Islands. EACH PARTNER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY .

Section 13.10. Expenses

. Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.




Section 13.11. Amendments and Waivers

.

(a) This Agreement (including the Annexes hereto) may be amended, supplemented, waived or modified by the written consent of the General Partner, subject to Article XI and Article XII ; provided that any amendment that would have a material adverse effect on the rights or preferences of any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Percentage Interests of the Class affected; provided further , that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment, supplement, waiver or modification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in United States federal income tax regulations, legislation or interpretation; and (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates on which distributions are to be made by the Partnership.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

(c) The General Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(1) (or any similar provision) under which the fair market value of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership and each of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while the election remains effective, and (iii) any other related amendments.

(d) Except as may be otherwise required by law in connection with the winding- up, liquidation or dissolution of the Partnership, each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Partnership’s property.




(e) Upon obtaining such approvals required by this Agreement and without further action or execution by any other Person, including any Limited Partner, (i) any amendment to this Agreement may be implemented and reflected in a writing executed solely by the General Partner, and (ii) the Limited Partners shall be deemed a party to and bound by such amendment of this Agreement.

Section 13.12. No Third Party Beneficiaries

. Except with respect to the rights of Covered Persons hereunder, each of whom shall be an intended beneficiary and shall be entitled to enforce the provisions of Section 10.02 as if it were a party to this Agreement, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement and such other Persons shall not have any rights under the Contracts (Rights of Third Parties) Law (as amended) to enforce any term of this Agreement. Notwithstanding any term of this Agreement, the consent of or notice to any Person who is not a party to this Agreement shall not be required for any termination, rescission or agreement to any variations, waiver, assignment, novation, release or settlement under the Agreement at any time.

Section 13.13. Headings

. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 13.14. Construction

. Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extent permitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should be interpreted most strongly against the party who drafted such language.

Section 13.15. Power of Attorney

. Each Limited Partner, by its execution hereof, hereby irrevocably makes, constitutes and appoints the General Partner as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) all certificates and other instruments (including consents and ratifications which the Limited Partners have agreed to provide upon a matter receiving the agreed support of Limited Partners) deemed advisable by the General Partner to carry out the provisions of this Agreement (including the provisions of Section 8.04 ) and Law or to permit the



Partnership to become or to continue as an exempted limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may




be doing business; (c) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the admission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of this Agreement; (d) all conveyances and other instruments or papers deemed advisable by the General Partner to effect the liquidation and termination of the Partnership; and (e) all fictitious or assumed name certificates required or permitted (in light of the Partnership’s activities) to be filed on behalf of the Partnership. With respect to each Limited Partner, the foregoing power of attorney is intended to secure a proprietary interest of the General Partner and the performance of the obligations of each such Limited Partner, shall be irrevocable and shall survive the bankruptcy of such Limited Partner and may be exercised by the General Partner either by signing separately as attorney in fact for such Limited Partner or executing an instrument, by a single signature of the General Partner acting as attorney in fact for all of them.

Section 13.16. Letter Agreements; Schedules

. Notwithstanding the provisions of this Agreement, including Section 13.11 , it is hereby acknowledged and agreed that the General Partner on its own behalf or on behalf of the Partnership without the approval of any Limited Partner or any other Person may enter into a side letter or similar agreement to or with a Limited Partner which has the effect of establishing rights under, or altering or supplementing the terms of, this Agreement. The parties hereto agree that any terms contained in a side letter or similar agreement to or with a Limited Partner shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement. The General Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.

Section 13.17. Partnership Status

. The parties intend to treat the Partnership as a partnership for United States federal income tax purposes.

[Signature Page Follows]









IN WITNESS WHEREOF , the undersigned, intending to be legally bound hereby, have duly executed this Agreement as a deed of the date first above written.

General Partner:                 APOLLO PRINCIPAL HOLDINGS I GP, LLC


By:     /s/ Shari Verschell                 
Name:    Shari Verschell
Title:    Vice President


Witness:     Juliette Sandleitner         
Name:    Juliette Sandleitner


Limited Partners:                 APO ASSET CO., LLC


By:     /s/ John J. Suydam                 
Name:    John J. Suydam
Title:    Vice President


Witness:     Tami Pirone              
Name:    Tami Pirone


AP PROFESSIONAL HOLDINGS, L.P.

By:     BRH Holdings GP, Ltd.
Its general partner

By:     /s/ John J. Suydam                 
Name:    John J. Suydam
Title:    Vice President


Witness:     Tami Pirone                 
Name:    Tami Pirone







Apollo Principal Holdings I, L.P.



Sixth Amended and Restated Exempted Limited Partnership Agreement
Signature Page



Annex A


Apollo Principal Holdings I, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings II, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings III, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings IV, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings V, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings VI, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings VII, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings VIII, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings IX, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings X, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings XI, LLC and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings XII, L.P. and each of its affiliated carry and co-invest vehicles; AMH Holdings (Cayman), L.P. and each of its affiliated carry and co-invest vehicles; Apollo Management Holdings, L.P. and each of its affiliated carry and co-invest vehicles


























Exhibit 10.3
EXECUTION VERSION

SIXTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT
OF
APOLLO PRINCIPAL HOLDINGS II, L.P.
Dated June 21, 2018

THE PARTNERSHIP UNITS OF APOLLO PRINCIPAL HOLDINGS II, L.P. HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, CHARGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.































TABLE OF CONTENTS

Page

Article I DEFINITIONS    2
Section 1.01. Definitions    2
Article II FORMATION, TERM, PURPOSE AND POWERS    12
Section 2.01. Formation    12
Section 2.02. Name    13
Section 2.03. Term    13
Section 2.04. Offices    13
Section 2.05. Agent for Service of Process    13
Section 2.06. Business Purpose    13
Section 2.07. Powers of the Partnership    13
Section 2.08. Partners; Admission of New Partners    13
Section 2.09. Withdrawal    14
Article III MANAGEMENT    14
Section 3.01. General Partner    14
Section 3.02. Compensation    15
Section 3.03. Expenses    15
Section 3.04. Authority of Partners    15
Section 3.05. Action by Written Consent or Ratification    15
Article IV DISTRIBUTIONS    16
Section 4.01. Distributions    16
Section 4.02. Liquidation Distribution    17
Section 4.03. Limitations on Distribution    17
Section 4.04. Distributions on Series A Preferred Mirror Units    17
Section 4.05. Distributions on Series B Preferred Mirror Units    17
Article V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX
ALLOCATIONS; TAX MATTERS    17
Section 5.01. Initial Capital Contributions    17
Section 5.02. No Additional Capital Contributions    18
Section 5.03. Capital Accounts    18
Section 5.04. Allocations of Profits and Losses    18
Section 5.05. Special Allocations    19
Section 5.06. Tax Allocations    20
Section 5.07. Tax Advances    20
Section 5.08. Tax Matters    21
Section 5.09. Other Allocation Provisions    21
Article VI BOOKS AND RECORDS; REPORTS    22
Section 6.01. Books and Records    22
Article VII PARTNERSHIP UNITS    22







Section 7.01. Units    22
Section 7.02. Register    23
Section 7.03. Registered Partners    23
Article VIII FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS    24
Section 8.01. Limited Partner Transfers    24
Section 8.02. Encumbrances    24
Section 8.03. Further Restrictions    24
Section 8.04. Rights of Assignees    25
Section 8.05. Admissions, Withdrawals and Removals    25
Section 8.06. Admission of Assignees as Substitute Limited Partners    26
Section 8.07. Withdrawal and Removal of Limited Partners    26
Article IX DISSOLUTION, LIQUIDATION AND TERMINATION    26
Section 9.01. No Dissolution    26
Section 9.02. Events Causing Dissolution    27
Section 9.03. Distribution upon Dissolution    27
Section 9.04. Time for Liquidation    28
Section 9.05. Termination    28
Section 9.06. Claims of the Partners    28
Section 9.07. Survival of Certain Provisions    28
Article X LIABILITY AND INDEMNIFICATION    29
Section 10.01. Liability of Partners    29
Section 10.02. Indemnification    30
Article XI TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF
SERIES A PREFERRED MIRROR UNITS    31
Section 11.01. Designation    31
Section 11.02. Distributions    32
Section 11.03. Rank    33
Section 11.04. Redemption    33
Section 11.05. Series A Distribution Rate    34
Section 11.06. Allocations    34
Section 11.07. Voting    35
Section 11.08. Liquidation Rights    35
Section 11.09. No Duties to Series A Holders    36
Section 11.10. Coordination Among Apollo Operating Group    36
Section 11.11. Amendments and Waivers    37
Section 11.12. Expenses    37
Article XII TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF
SERIES B PREFERRED MIRROR UNITS    37
Section 12.01. Designation    37
Section 12.02. Distributions    37
Section 12.03. Rank    39
Section 12.04. Redemption    39



Section 12.05. Series B Distribution Rate    40




Section 12.06. Allocations    40
Section 12.07. Voting    41
Section 12.08. Liquidation Rights    41
Section 12.09. No Duties to Series B Holders    42
Section 12.10. Coordination Among Apollo Operating Group    42
Section 12.11. Amendments and Waivers    43
Section 12.12. Expenses    43
Article XIII MISCELLANEOUS    43
Section 13.01. Severability    43
Section 13.02. Notices    43
Section 13.03. Cumulative Remedies    44
Section 13.04. Binding Effect    44
Section 13.05. Interpretation    44
Section 13.06. Counterparts    44
Section 13.07. Further Assurances    45
Section 13.08. Entire Agreement    45
Section 13.09. Governing Law    45
Section 13.10. Expenses    45
Section 13.11. Amendments and Waivers    46
Section 13.12. No Third Party Beneficiaries    47
Section 13.13. Headings    47
Section 13.14. Construction    47
Section 13.15. Power of Attorney    47
Section 13.16. Letter Agreements; Schedules    48
Section 13.17. Partnership Status    48























iii




SIXTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF
APOLLO PRINCIPAL HOLDINGS II, L.P.

This SIXTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP
AGREEMENT of Apollo Principal Holdings II, L.P. (the “ Partnership ”) is made as on June 21, 2018, by and among Apollo Principal Holdings II GP, LLC, a limited liability company formed under the laws of the State of Delaware and registered as a foreign company in the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.

WHEREAS, the Partnership was formed as a limited partnership pursuant to the Delaware Act on the execution of the Limited Partnership Agreement of the Partnership on March 21, 2007 (the “ Original Agreement ”) by the General Partner and the initial limited partners set forth therein (the “ Initial Limited Partners ”) and the filing of a Certificate of Limited Partnership (the “ Delaware Certificate ”) with the Office of the Secretary of State of the State of Delaware on March 21, 2007;

WHEREAS, on July 13, 2007, the Original Agreement was amended and restated (the “ First Amended Agreement ”) to permit the admission of additional limited partners (the “ Original Limited Partners ”) to the Partnership and the withdrawal of the Initial Limited Partners;

WHEREAS, on July 13, 2007, pursuant to the transactions effected by a Contribution, Purchase and Sale Agreement and the Roll-up Agreements, the Original Limited Partners transferred their limited partner interests to the current Limited Partners and the current Limited Partners were admitted to the Partnership (the “ Restructuring ”);

WHEREAS, as of October 13, 2008, the First Amended Agreement was amended and restated (the “ Second Amended Agreement ”) to reflect the withdrawal of the Original Limited Partners and the admission of the current Limited Partners pursuant to the Restructuring;

WHEREAS, as of April 14, 2010, the Second Amended Agreement was further amended and restated (the “ Third Amended Agreement ”);

WHEREAS, as of March 7, 2017, the Third Amended Agreement was further amended and restated (the “ Fourth Amended Agreement ”) for the purpose of designating the Series A Preferred Mirror Units;

WHEREAS, as of March 19, 2018, the Fourth Amended Agreement was further amended and restated (the “ Fifth Amended Agreement ”);

WHEREAS, on the date hereof, the Partnership deregistered as a limited partnership under the laws of the State of Delaware and registered as an exempted limited partnership under the Exempted Limited Partnership Law (2018 Revision) of the Cayman Islands (the “ Partnership Law ”) pursuant to the Cayman Certificate in accordance with the Partnership Law (the “ Migration ”); and

WHEREAS, in connection with the Migration, the General Partner desires to further amend the Fifth Amended Agreement as set forth herein (as so further amended and restated, this “ Agreement ”).




Doc#: US1:12053222v3




NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree as follows:

Article I

DEFINITIONS

Section 1.01. Definitions

. Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):

“ Additional Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .

“ Adjusted Capital Account Balance ” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(c)(4), (5) and (6); and
(ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704- 2(g) and 1.704-2(i)(5), and any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704- 1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“ Affiliate ” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

“ Agreement ” has the meaning set forth in the recitals.

“ Amended Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .

“ AOG Series A Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series A Preferred Mirror Units.

“ AOG Series B Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series B Preferred Mirror Units.

“ AP Professional ” means AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership.

“ APO Corp. ” means APO Corp., a Delaware corporation.

“ Apollo Operating Group ” means each of the Partnership, Apollo Principal Holdings I, L.P., a Cayman Islands limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted







limited partnership, Apollo Principal Holdings V, L.P., a Cayman Islands limited partnership, Apollo Principal Holdings VI, L.P., a Cayman Islands limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, Apollo Management Holdings, L.P., a Delaware limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, and any successors thereto or other entities formed to serve as holding vehicles for the Issuer’s carry vehicles, management companies or other entities formed to engage in the asset management business (including alternative asset management), as set forth on Annex A , as amended from time to time.

“ Assignee ” has the meaning set forth in Section 8.04 .

“ Assumed Tax Rate ” means the highest effective marginal combined United States federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductibility of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short- term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for United States federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

“ Authorized Person ” has the meaning set forth in Section 3.01(b) .

“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“ Capital Account ” means the separate capital account maintained for each Partner in accordance with Section 5.03 .

“ Capital Contribution ” means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), net of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to the Partnership pursuant to Article V .

“ Carrying Value ” means, with respect to any Partnership asset, the asset’s adjusted basis for United States federal income tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of (a) the date of the acquisition of any additional Partnership interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership interest is relinquished to the Partnership; (d) any other date specified in the Treasury Regulations or (e) any other date specified by the General Partner; provided , however, that







adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for United States federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.

" Cayman Certificate " means the statement filed with the Registrar of Exempted Limited Partnerships of the Cayman Islands pursuant to section 9 of the Partnership Law and any subsequent statement of changes in the registered particulars of the Partnership filed pursuant to section 10 of the Partnership Law.
“ Change of Control Event ” has the meaning set forth in the Issuer LLC Agreement. “ Class ” means the classes of Units into which the interests in the Partnership may be
classified or divided from time to time pursuant to the provisions of this Agreement.

“ Class A Shares ” means the Class A Common Shares of the Issuer representing Class A limited liability company interests of the Issuer.

“ Class A Units ” means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.

“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to

time.

“ Common Units ” means the Class A Units.

“ Contingencies ” has the meaning set forth in Section 9.03(a) .

“ Contribution, Purchase and Sale Agreement ” means the Contribution, Purchase and Sale

Agreement, dated as of July 13, 2007, by and among the Partnership, Apollo Principal Holdings I, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, and Apollo Management Holdings, L.P., a Delaware limited partnership, and certain other signatories party thereto.

“ Control ” (including the terms “ Controlled by ” and “ under common Control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor,



by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.




“ Covered Person ” and “ Covered Persons ” have the meanings set forth in Section 10.02(a) . “ Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Creditable Foreign Tax ” means a non-United States tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A non-United States tax is a Creditable Foreign Tax for these purposes without regard to whether a partner receiving an allocation of such non-United States tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “Creditable Foreign Tax” in Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.

“ Delaware Act ” means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17-101, et seq., as it may be amended from time to time.

“ Delaware Certificate ” has the meaning set forth in the recitals.

“ Disabling Event ” means the General Partner ceasing to be the general partner of the Partnership for any of the reasons set out under the Partnership Law.

“ Dissolution Event ” has the meaning set forth in Section 9.02 .

“ Distributable Cash ” means cash received by the Partnership from dividends and distributions or other income, other than cash reserves to account for reasonably anticipated expenses and other liabilities, including, without limitation, tax liabilities, as the General Partner may determine to be appropriate.

“ Distribution Payment Date ” means March 15, June 15, September 15 and December 15 of each year, commencing (a) with respect to the Series A Preferred Mirror Units, on June 15, 2017 and (b) with respect to the Series B Preferred Mirror Units, on June 15, 2018.

“ Distribution Period ” means the period from and including a Distribution Payment Date to, but excluding, the next Distribution Payment Date, except that (a) the initial Distribution Period with respect to the Series A Preferred Mirror Units commenced on and included March 7, 2017 and (b) the initial Distribution Period with respect to the Series B Preferred Mirror Units commences on and includes March 19, 2018.

“ Encumbrance ” means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever.

“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended.

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.




“ Exchange Agreement ” means the Fifth Amended and Restated Exchange Agreement dated as of April 28, 2017 among the Issuer, the Apollo Operating Group, and the limited partners of the Apollo Operating Group entities from time to time, as amended from time to time.

“ Exchange Transaction ” means an exchange of Class A Units for Class A Shares pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Class A Units to the Issuer, the Partnership or any of their Subsidiaries for other consideration.

“ Fifth Amended Agreement ” has the meaning set forth in the recitals. “ Final Adjudication ” has the meaning set forth in Section 10.02(a) . “ Final Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) . “ First Amended Agreement ” has the meaning set forth in the recitals.
“ Fiscal Year ” means (i) the period commencing upon the formation of the Partnership and ending on December 31, 2007 or (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31.

“ Fourth Amended Agreement ” has the meaning set forth in the recitals.

“ Fund ” means any pooled investment vehicle or similar entity sponsored or managed, directly or indirectly, by the Issuer or any of its Subsidiaries.

“ General Partner ” means Apollo Principal Holdings II GP, LLC, a limited liability company formed under the laws of the State of Delaware and registered as a foreign company in the Cayman Islands or any successor general partner admitted to the Partnership in accordance with the terms of this Agreement, each in its capacity as general partner of the Partnership.

“ Gross Ordinary Income ” means the Partnership’s gross income excluding any gross income attributable to the sale or exchange of “capital assets” as defined in Section 1221 of the Code. Allocations to Series A Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series A Preferred Mirror Units. Allocations to Series B Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series B Preferred Mirror Units.

“ Incapacity ” means, with respect to any Person, the bankruptcy, dissolution, termination, entry of an order of incompetence, or the insanity, permanent disability or death of such Person.

“ Initial Limited Partners ” has the meaning set forth in the recitals.

“ Issuer ” means Apollo Global Management, LLC, a limited liability company formed under the laws of the State of Delaware, or any successor thereto.




“ Issuer LLC Agreement ” means the Third Amended and Restated Limited Liability Company Agreement of the Issuer dated as of March 19, 2018.

“ Junior Units ” means Common Units and any other equity securities that the Partnership may issue in the future ranking, as to the payment of distributions, junior to the Series A Preferred Mirror Units and the Series B Preferred Mirror Units.

“ Law ” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Partnership or any Partner, as the case may be.

“ Limited Partner ” means each of the Persons from time to time listed as a limited partner in the books and records of the Partnership, each in their capacity as a limited partner of the Partnership.

“ Liquidation Agent ” has the meaning set forth in Section 9.03 .

“ Liquidation Preference ” means, in respect of any Preferred Units, the “Liquidation Preference” per Preferred Unit specified for such Preferred Units.

“ LP Register ” has the meaning set forth in Section 7.02 . “ Migration ” has the meaning set forth in the recitals.
“ Net Taxable Income ” has the meaning set forth in Section 4.01(b)(i) .

“ Nonrecourse Deductions ” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a Fiscal Year equals the net increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that Fiscal Year, determined according to the provisions of Treasury Regulations Section 1.704-2(c).

“ Notice of Dissolution ” has the meaning set forth in Section 9.05 . “ Original Agreement ” has the meaning set forth in the recitals. “ Original Limited Partners ” has the meaning set forth in the recitals.
“ Parity Units ” means any Partnership securities, including Preferred Units, that the Partnership has authorized or issued or may authorize or issue, the terms of which provide that such securities shall rank equally with the Series A Preferred Mirror Units and the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event. For purposes of this definition, the Series A Preferred Mirror Units shall be treated as Parity Units with respect to the Series B Preferred Mirror Units and the Series B Preferred Mirror Units shall be treated as Parity Units with respect to the Series A Preferred Mirror Units.




“ Partner Nonrecourse Debt Minimum Gain ” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3).

“ Partner Nonrecourse Deductions ” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2).

“ Partners ” means, at any time, each person listed as a partner (including the General Partner) on the books and records of the Partnership, in each case for so long as he, she or it remains a partner of the Partnership as provided hereunder.

“ Partnership ” has the meaning set forth in the recitals. “ Partnership Law ” has the meaning set forth in the recitals.
“ Partnership Minimum Gain ” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

“ Partnership Representative ” means the “partnership representative” as defined in Section 6223 of the Code after amendment by P.L. 114-74.

“ Percentage Interest ” means, with respect to any Partner and subject to Section 11.01 and Section 12.01 , the quotient obtained by dividing the number of Units then owned by such Partner by the number of Units then owned by all Partners.

“ Permitted Jurisdiction ” means the United States or any state thereof, Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Gibraltar, Ireland, Italy, Luxembourg, the Netherlands, Switzerland, the United Kingdom or British Crown Dependencies, any other member country of the Organization for Economic Co-operation and Development, or any political subdivision of any of the foregoing.

“ Permitted Reorganization ” means the (i) voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership, to the maximum extent permitted by applicable law, into another limited partnership pursuant to provisions of this Agreement that allow the Partnership to convert, merge or convey its assets to another entity with or without General Partner approval, (ii) for purposes of Section 11.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series A Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series A Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval or (iii) for purposes of Section 12.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series B Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series B Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval.







“ Permitted Transfer ” means the sale, conveyance, exchange or transfer, for cash, shares of capital stock, securities or other consideration, of all or substantially all of the Partnership’s property or assets or the consolidation, merger or amalgamation of the Partnership with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into the Partnership.

“ Person ” means any individual, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.

“ Portfolio Company ” means any Person in which any Fund owns or has made, directly or indirectly, an investment.

“ Preferred Units ” means (i) the Series A Preferred Mirror Units, (ii) the Series B Preferred Mirror Units and (iii) any other Class of Units that entitles the Record Holders thereof to a preference or priority over the Record Holders of any other Class of Units in the right to share profits or losses or items thereof, the right to share in Partnership distributions or rights upon dissolution or liquidation of the Partnership.

“ Profits ” and “ Losses ” means, for each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for United States federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from United States federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the United States federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis; provided that if the United States federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses; and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.

“ Rating Agency Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.




“ Record Date ” means a date established by the General Partner in its sole discretion for determining the identity of Record Holders entitled to receive a distribution.

“ Record Holder ” or “ holder ” means, with respect to any Units, the Person in whose name such Units are registered on the books of the Partnership as of the opening of business on a particular Business Day.

“ Restructuring ” has the meaning set forth in the recitals.

“ Roll-up Agreements ” mean collectively, each Roll-up Agreement, by and among BRH Holdings, L.P., a Cayman Islands exempted limited partnership, AP Professional, the Issuer, APO LLC, a Delaware limited liability company, APO Corp., and an employee of the Issuer or one of its Subsidiaries, dated as of July 13, 2007, each as amended, restated, supplemented or otherwise modified from time to time.

“ SEC ” means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.

“ Second Amended Agreement ” has the meaning set forth in the recitals.

“ Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Series A Dissolution Exception ” has the meaning set forth in Section 11.08(e) . “ Series A Distribution Rate ” means 6.375%.
“ Series A Holder ” means a holder of Series A Preferred Mirror Units.

“ Series A Liquidation Preference ” means $25.00 per Series A Preferred Mirror Unit. The Series A Liquidation Preference shall be the “Liquidation Preference” with respect to the Series A Preferred Mirror Units.

“ Series A Offering Expenses ” has the meaning set forth in Section 11.12 .

“ Series A Preferred Mirror Unit ” means a 6.375% Series A Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XI .
“ Series A Preferred Shares ” means the 6.375% Series A Preferred Shares of the Issuer. “ Series A Record Date ” means, with respect to any Distribution Payment Date, the March
1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series A Record Dates shall apply regardless of whether a particular Series A Record Date is a Business Day. The Series A Record Dates shall constitute Record Dates with respect to the Series A Preferred Mirror Units for the purpose of distributions on the Series A Preferred Mirror Units.




“Series A Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.




“ Series B Dissolution Exception ” has the meaning set forth in Section 12.08(e) . “ Series B Distribution Rate ” means 6.375%.
“ Series B Holder ” means a holder of Series B Preferred Mirror Units.

“ Series B Liquidation Preference ” means $25.00 per Series B Preferred Mirror Unit. The Series B Liquidation Preference shall be the “Liquidation Preference” with respect to the Series B Preferred Mirror Units.

“ Series B Offering Expenses ” has the meaning set forth in Section 12.12 .

“ Series B Preferred Mirror Unit ” means a 6.375% Series B Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XII .
“ Series B Preferred Shares ” means the 6.375% Series B Preferred Shares of the Issuer. “ Series B Record Date ” means, with respect to any Distribution Payment Date, the March
1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series B Record Dates shall apply regardless of whether a particular Series B Record Date is a Business Day. The Series B Record Dates shall constitute Record Dates with respect to the Series B Preferred Mirror Units for the purpose of distributions on the Series B Preferred Mirror Units.

“ Series B Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.

“ Similar Law ” means any law or regulation that could cause the underlying assets of the Partnership to be treated as assets of the Limited Partner by virtue of its limited partnership interest in the Partnership and thereby subject the Partnership and the General Partner (or other persons responsible for the investment and operation of the Partnership’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.

“ Subsidiary ” means, with respect to any Person, as of any date of determination, any other Person as to which such Person owns, directly or indirectly, or otherwise controls, more than 50% of the voting shares or other similar interests or the sole general partner interest or managing member or similar interest of such Person. The term “Subsidiary” does not include at any time any Funds or Portfolio Companies.

“ Substantially All Merger ” means a merger or consolidation of one or more members of the Apollo Operating Group with or into another Person that would, in one or a series of related transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the combined assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.

“ Substantially All Sale ” means a sale, assignment, transfer, lease or conveyance, in one or a series of related transactions, directly or indirectly, of all or substantially all of the assets of the




Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.

“ Tax Advances ” has the meaning set forth in Section 5.07 . “ Tax Amount ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Distributions ” has the meaning set forth in Section 4.01(b)(i) . “ Tax Matters Partner ” has the meaning set forth in Section 5.08 . “ Third Amended Agreement ” has the meaning set forth in the recitals.
“ Transfer ” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law, including, without limitation, the exchange of any Unit for any other security.

“ Treasury Regulations ” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“ Units ” means the Class A Units and any other Class of Units authorized in accordance with this Agreement, including the Series A Preferred Mirror Units and the Series B Preferred Mirror Units, which shall constitute interests in the Partnership as provided in this Agreement and under the Partnership Law; entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of this Agreement.

“ 2007 Omnibus Equity Incentive Plan ” means the Issuer’s 2007 Omnibus Equity Incentive Plan, as amended, restated, supplemented or otherwise modified from time to time.

Article II

FORMATION, TERM, PURPOSE AND POWERS

Section 2.01. Formation

. The Partnership was formed as a limited partnership under the provisions of the Delaware Act by the filing on March 21, 2007 of the Delaware Certificate as provided in the recitals. In connection with the Migration, the Partnership is hereby continued pursuant to the Partnership Law and this Agreement. If requested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of an exempted limited partnership under the Partnership Law, (b) if the General Partner deems it advisable, the operation of the Partnership as an exempted limited partnership, or partnership in which the







Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.

Section 2.02. Name

. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, Apollo Principal Holdings II, L.P.

Section 2.03. Term

. The term of the Partnership commenced on the date of the filing of the Delaware Certificate, and the term shall continue until the dissolution of the Partnership in accordance with Article IX . The existence of the Partnership shall continue until the dissolution of the Partnership in the manner required by the Partnership Law.

Section 2.04. Offices

. The address of the Partnership’s registered office in the Cayman Islands is Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1 – 9008, Cayman Islands, or such other place or places in the Cayman Islands as the General Partner may, in its absolute discretion, from time to time decide. The Partnership may have other offices at such places as the General Partner from time to time may select.

Section 2.05. Agent for Service of Process

. The Partnership’s registered agent for service of process in the Cayman Islands shall be at Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands, or such other place in the Cayman Islands as the General Partner may in its absolute discretion determine from time to time.

Section 2.06. Business Purpose

. The Partnership shall have the power to engage in any lawful act or activity for which exempted limited partnerships may be formed under the Partnership Law and engage in any and all activities necessary or incidental thereto.

Section 2.07. Powers of the General Partner

. Subject to the limitations set forth in this Agreement, the General Partner will possess and may exercise all of the powers and privileges granted to it by the Partnership Law including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06 .

Section 2.08. Partners; Admission of New Partners




. Each of the Partners of the Partnership hereby continues as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Partnership Law, except as is otherwise expressly provided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time to time as a new Partner in accordance with Section 8.05 and Section 8.06 ; provided, however, that each new Partner shall execute and deliver to the General Partner an appropriate supplement or instrument of adherence to this Agreement pursuant to which the new Partner agrees to be bound by and adhere to the terms and conditions of the Agreement, as it may be amended from time to time.

Section 2.09. Withdrawal

. No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Units owned by such Partner in accordance with Article VIII ; provided, however, that a new General Partner or substitute General Partner may be admitted to the Partnership in accordance with Section 8.05 .

Article III

MANAGEMENT

Section 3.01. General Partner

.

(a)      The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.

(b)      The Partners hereby agree that the Partnership, acting by the General Partner and/or any officer of the General Partner (each, an “ Authorized Person ”) on its behalf, shall be and hereby is authorized to (i) open bank accounts on behalf of the Partnership in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Partnership on deposit in such accounts, as may be deemed by the General Partner or any Authorized Person, or any of them, to be necessary, appropriate or otherwise in the best interests of the Partnership and, in connection therewith, execute any form of required resolution necessary to open any such bank accounts; (ii) prepare, execute and file with the appropriate authorities such federal, state or local applications, forms and papers on behalf of the Partnership as may be required by law or deemed by the General Partner or any Authorized Person, or any of them, to be necessary, appropriate or otherwise in the best interests of the Partnership, as applicable; and (iii) pay on behalf of the Partnership any and all fees and expenses incident to and necessary to perfect the organization of the Partnership. Notwithstanding any other provision of this Agreement, the Partnership, acting by the General Partner and/or any Authorized Person on its behalf, is hereby authorized to enter into, and to perform its obligations under, the aforementioned agreements, deeds, receipts, certificates, filings and other documents, without any consent of any Limited Partner, but such authorization shall not be deemed a restriction on the power of the Partnership or the General Partner and/or any Authorized Person acting on behalf of the Partnership to enter into, and to







perform its obligations under, other agreements on behalf of the Partnership. The Partners agree that the General Partner and/or any Authorized Person may execute the aforementioned agreements, deeds, receipts, certificates, filings and other documents on behalf of the Partnership under any title, including without limitation “Authorized Person,” that the General Partner or any Authorized Person, or any of them, deems appropriate and that any prior acts of the Partnership and the General Partner and/or any Authorized Person acting on behalf of the Partnership, consistent with the foregoing authorizations, are hereby ratified and confirmed.

Section 3.02. Compensation

. The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacity as General Partner.

Section 3.03. Expenses

. The Partnership shall bear and/or reimburse (i) the General Partner for any expenses incurred by the General Partner in connection with serving as the general partner of the Partnership, and (ii) Issuer and APO Corp., with respect to the Partnership’s allocable share of any expenses solely incurred by or attributable to the Issuer or APO Corp. but excluding obligations incurred under the Tax Receivable Agreement, dated as of July 13, 2007 among APO Corp. and the Apollo Operating Group entities party thereto, by the Issuer or APO Corp., income tax expenses of the Issuer or APO Corp. and indebtedness incurred by the Issuer or APO Corp.

Section 3.04. Authority of Partners

. No Limited Partner, in its capacity as such, shall participate in or have any control over the conduct of the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. Except as required or permitted by Law, or by separate agreement with the Partnership, no Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.

Section 3.05. Action by Written Consent or Ratification







. Any action required or permitted to be taken by the Partners pursuant to this Agreement shall be taken if all Partners whose consent or ratification is required consent thereto or provide a consent or ratification in writing.

Article IV

DISTRIBUTIONS

Section 4.01. Distributions

.

(a) Subject to Section 4.04, Article XI and Article XII , all distributions of Distributable Cash shall be made, at the discretion of the General Partner, to the Limited Partners pro rata in accordance with their respective Percentage Interests.

(b) Tax Distributions .

(i)      Subject to Section 4.04 , Article XI and Article XII , in addition to the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year will give rise to taxable income for the Partners (“ Net Taxable Income ”), the General Partner shall cause the Partnership to distribute Distributable Cash in respect of income tax liabilities (the “ Tax Distributions ”) to the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities, provided that distributions pursuant to Section 4.02 and allocations pursuant to Section 5.04 related to such distributions shall not be taken into account for purposes of this Section 4.01(b) . The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance with Article V , multiplied by the Assumed Tax Rate (the “ Tax Amount ”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored. Any Tax Distributions shall be made to all Partners, whether or not they are subject to such applicable United States federal, state and local taxes, pro rata in accordance with their Percentage Interest.

(ii)      Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner: (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “ Amended Tax Amount ”), and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended



Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “ Credit




Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount for such Fiscal Year (the “ Final Tax Amount ”) and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (the “ Additional Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein.

(c) 2007 Distributions . The Partners acknowledge that all distributions of Distributable Cash made in 2007 were governed by Article IV of the Second Amended Agreement and the terms of such Article IV of the Second Amended Agreement, which are hereby incorporated by reference, shall govern with respect to all distributions made in 2007.

Section 4.02. Liquidation Distribution

. Distributions made during the winding up of the Partnership shall be made as provided in Section 9.03 .

Section 4.03. Limitations on Distribution

. Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall not make a Partnership distribution to any Partner if such distribution would violate the Partnership Law or other applicable Law.

Section 4.04. Distributions on Series A Preferred Mirror Units

. No distributions shall be made with respect to the Series A Preferred Mirror Units except as permitted under Article XI . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series A Preferred Mirror Units.

Section 4.05. Distributions on Series B Preferred Mirror Units

. No distributions shall be made with respect to the Series B Preferred Mirror Units except as permitted under Article XII . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series B Preferred Mirror Units.

Article V

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS

Section 5.01. Initial Capital Contributions







. The Partners have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Class A Units, Series A Preferred Mirror Units and/or Series B Preferred Mirror Units as specified in the books and records of the Partnership.

Section 5.02. No Additional Capital Contributions

. Except as otherwise provided in this Article V , no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional Capital Contributions to the Partnership without the consent of the General Partner.

Section 5.03. Capital Accounts

. A separate capital account (a “Capital Account”) shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s Capital Contributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05 ; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04 , any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 5.05 , and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest. The Capital Account balance of each holder of Series A Preferred Mirror Units with respect to each Series A Preferred Mirror Unit shall equal the Liquidation Preference per Series A Preferred Mirror Unit as of the date such Series A Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XI . The Capital Account balance of each holder of Series B Preferred Mirror Units with respect to each Series B Preferred Mirror Unit shall equal the Liquidation Preference per Series B Preferred Mirror Unit as of the date such Series B Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XII .

Section 5.04. Allocations of Profits and Losses

. Except as otherwise provided in this Agreement (including Section 11.06 and Section 12.06 ), Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in respect of any Common Units held by a Partner in a manner such that the Capital Account of each Partner holding Common Units after giving effect to the special allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the affairs of the Partnership were wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately







prior to the hypothetical sale of assets. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.

Section 5.05. Special Allocations

. Notwithstanding any other provision in this Article V :

(a) Minimum Gain Chargeback . If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners holding Common Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4).

(b) Qualified Income Offset . If any Partner holding Common Units unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

(c) Gross Income Allocation . If any Partner holding Common Units has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.

(d) Nonrecourse Deductions . Nonrecourse Deductions shall be allocated to the Partners in accordance with their respective Percentage Interests.




(e) Partner Nonrecourse Deductions . Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j).

(f) Creditable Foreign Taxes . Creditable Foreign Taxes for any taxable period attributable to the Partnership, or an entity owned directly or indirectly by the Partnership, shall be allocated to the Partners in proportion to the Partners’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Foreign Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 5.05(f) are intended to comply with the provisions of Treasury Regulations Section 1.704- 1(b)(4)(viii), and shall be interpreted consistently therewith.

(g) Ameliorative Allocations . Any special allocations of income or gain pursuant to Section 5.05(b) or (c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g) , so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Section 5.05(b) or (c) had not occurred.

Section 5.06. Tax Allocations

. For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses, and specially allocated items, including items of Gross Ordinary Income allocated pursuant to Section 11.06 and Section 12.06 , are allocated for Capital Account purposes; provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for United States federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the difference between the Carrying Value and the adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make such allocations for tax purposes as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.

Section 5.07. Tax Advances

. To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to make tax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of this Agreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners







from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or make a tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b) ) with respect to income attributable to or distributions or other payments to such Partner.

Section 5.08. Tax Matters

. The General Partner shall be the initial “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (prior to amendment by P.L. 114-74) (the “Tax Matters Partner”) and the Partnership Representative for purposes of Section 6223 of the Code (after amendment by P.L. 114-74). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, in consultation with the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Partner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep the other Partners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Partnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of United States Internal Revenue Service Schedule K-1, and any comparable statements required by applicable United States state or local income tax Law as a result of the Partnership’s activities or investments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners to prepare and file their own tax returns. The Partnership shall use any reasonable method or combination of methods in accordance with Section 706(d) of the Code for the purpose of allocating or specifically allocating items of income, gain, loss, deduction and expense of the Partnership for federal income tax purposes to account for the varying interests of the Partners for the Fiscal Year.

Section 5.09. Other Allocation Provisions

. Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Section 5.03 , Section 5.04 and Section 5.05 may be amended at any time by the General Partner if the General Partner believes such amendment is advisable, so long as any such amendment does not materially change the relative economic interests of the Partners. Furthermore, the General Partner shall use its reasonable best efforts to cause its Subsidiaries to make adjustments to Capital Accounts to reflect an adjustment to the carrying value of such Subsidiaries’ assets consistent with the adjustments to Carrying Values of the Partnership’s assets hereunder.




Article VI

BOOKS AND RECORDS; REPORTS

Section 6.01. Books and Records

.

(a) At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separate books of account for the Partnership.

(b) Except as limited by Section 6.01(c) , each Limited Partner shall have the right to receive, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense:

(i)      a copy of the Delaware Certificate, the Cayman Certificate and this Agreement and all amendments thereto, or equivalents thereof, together with a copy of the executed copies of all powers of attorney pursuant to which the Delaware Certificate, the Cayman Certificate and this Agreement and all amendments thereto have been executed; and

(ii)      promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the three most recent years.

(c) The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole discretion, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes is not in the best interests of the Partnership, could damage the Partnership or its business or that the Partnership is required by law or by agreement with any third party to keep confidential.

Article VII

PARTNERSHIP UNITS

Section 7.01. Units

. Interests in the Partnership shall be represented by Units. As of the date of this Agreement, the Units are comprised of three Classes: Class A Units, Series A Preferred Mirror Units and Series B Preferred Mirror Units. The terms, rights, powers, preferences and duties of the Series A Preferred Mirror Units and the Series B Preferred Mirror Units are as set forth in Article XI and Article XII , respectively. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits



and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon the winding up, liquidation and dissolution of the




Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions);
(v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units, the Series A Preferred Mirror Units, the Series B Preferred Mirror Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.

Section 7.02. Register

. The General Partner shall cause to be maintained at the principal office of the Partnership or such other place as the Partnership Law may permit, a register of limited partnership interests and a record of contribution of the Limited Partners (together, the “ LP Register ”), which shall include such information as may be required by the Partnership Law. The General Partner shall from time to time, update the LP Register as required by the Partnership Law to accurately reflect the information therein and no action of any partner shall be required to amend or update the LP Register. The LP Register shall not form part of this Agreement. The register of limited partnership interests shall be open to inspection by all Limited Partners at any time for any purpose reasonably related to such Limited Partners interest in the Partnership and the record of contributions shall be available for inspection by any such Limited Partner only with the consent of the General Partner. The LP Register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information with respect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of the Partnership.

Section 7.03. Registered Partners

. The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Partnership Law or other applicable Law.




Article VIII

FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS

Section 8.01. Limited Partner Transfers

.

(a)      Except as provided in clauses (b) and (c) of this Section 8.01 , no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.

(b)      Notwithstanding clause (a) above, and subject to Section 8.03 , each Limited Partner may exchange or otherwise Transfer Common Units in an Exchange Transaction pursuant to the terms of the Exchange Agreement. In the case of a Transfer of Common Units in connection with an Exchange Transaction, the Percentage Interests of the Limited Partners shall be appropriately adjusted to provide for, as applicable, a decrease in the number of Common Units owned by the exchanging Limited Partner and an increase in the number of Common Units owned by APO Corp.

(c)      Notwithstanding clause (a) above, and subject to Section 8.04 , each Limited Partner that is a party to a Roll-up Agreement may exchange or otherwise Transfer Units pursuant to the terms and provisions thereof.

Section 8.02. Encumbrances

. No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units (or any beneficial interest therein) other than Encumbrances that run in favor of the Limited Partner unless the General Partner consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion. Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Any purported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.

Section 8.03. Further Restrictions




. Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if:

(a) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;

(b) such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities laws (including Canadian provincial or territorial securities laws) or would constitute a non- exempt distribution pursuant to applicable provincial or state securities laws;

(c) such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise;

(d) to the extent requested by the General Partner, the Partnership does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to adhere to and be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion; or

(e) such Transfer would create a substantial risk that the Partnership would be classified or otherwise treated other than as a partnership for United States federal income tax purposes.

Section 8.04. Rights of Assignees

. Subject to Section 8.05 and Section 8.06 , the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“Assignee”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.05 or Section 8.06 .

Section 8.05. Admissions, Withdrawals and Removals

.




(a) No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent or ratification of APO Corp. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a




General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).

(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.07 .

(c) Except as otherwise provided in Article IX or the Partnership Law, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.

Section 8.06. Admission of Assignees as Substitute Limited Partners

. An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:

(a) the General Partner consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in each case in the General Partner’s sole discretion;

(b) if required by the General Partner, the General Partner receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to adhere to and be bound by this Agreement as a substitute Limited Partner) that are in a form satisfactory to the General Partner (as determined in its sole discretion);

(c) if required by the General Partner, the General Partner receives an opinion of counsel satisfactory to the General Partner to the effect that such Transfer is in compliance with this Agreement and all applicable Law; and

(d) if required by the General Partner, the parties to the Transfer, or any one of them, pays all of the Partnership’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Partnership).

Section 8.07. Withdrawal and Removal of Limited Partners

. If a Limited Partner ceases to hold any Units, then such Limited Partner shall withdraw from the Partnership and shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.

Article IX

DISSOLUTION, LIQUIDATION AND TERMINATION

Section 9.01. No Winding Up




. Except as required by the Partnership Law, the Partnership shall not be required to commence winding up by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be wound up, liquidated, and




dissolved only pursuant to the provisions of this Article IX , and the Partners hereby irrevocably waive any and all other rights they may have to cause a winding up and/or dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.

Section 9.02. Events Causing Winding Up

. The Partnership shall be wound up upon the occurrence of any of the following events (each, a “ Dissolution Event ”):

(a) an order of a court of competent jurisdiction for the winding up and dissolution of the Partnership, upon the finding that it is not reasonably practicable to carry on the business of the Partnership in conformity with this Agreement;

(b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners;

(c) the written consent of the General Partner and APO Corp.;

(d) any other event expressly set out in the Partnership Law not inconsistent with any provision hereof causing the winding up of the Partnership under the Partnership Law;

(e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be required to be wound up and subsequently dissolved in connection with any of the events specified in this Section 9.02(a) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) APO Corp. consents to or ratifies the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 90 days following notice of any such event being given to all Limited Partners.

Section 9.03. Distribution upon Winding Up

. Upon the commencement of the winding up of the affairs of the Partnership, the General Partner, or any other Person designated by the General Partner (the “ Liquidation Agent ”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order:

(a) First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“ Contingencies ”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration







of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03 ;

(b) Second, to the holders of the Series A Preferred Mirror Units and the holders of the Series B Preferred Mirror Units, as provided in Article XI and Article XII , respectively; and

(c) The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Percentage Interests.

Section 9.04. Time for Liquidation

. A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

Section 9.05. Termination

. The Partnership shall be dissolved when all of the assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX . Following the completion of the winding up of the Partnership, the General Partner (or the Liquidation Agent, as applicable) shall execute, acknowledge and cause to be filed a notice of dissolution (the “ Notice of Dissolution ”) of the Partnership with the Registrar of Exempted Limited Partnerships of the Cayman Islands and the winding up of the Partnership shall be complete on the filing of the Notice of Dissolution. This Agreement shall terminate upon the filing of the Notice of Dissolution.

Section 9.06. Claims of the Partners

. The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return such Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negative balance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restore such negative balance during the existence of the Partnership, upon winding up or dissolution of the Partnership or otherwise, except to the extent required by the Partnership Law.

Section 9.07. Survival of Certain Provisions

. Notwithstanding anything to the contrary in this Agreement, the provisions of Section
10.02
and Section 13.09 shall survive the dissolution of the Partnership.




Article X

LIABILITY AND INDEMNIFICATION

Section 10.01. Liability of Partners

.

(a)      No Limited Partner shall be liable for any debt, obligation or liability of the Partnership or of any other Partner or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Limited Partner of the Partnership, except to the extent required by the Partnership Law.

(b)      Except as required by law, this Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Partners (including without limitation, the General Partner) hereto or on their respective Affiliates. Further, the Partners hereby eliminate, to the fullest extent permitted by law, any and all fiduciary duties that, absent such elimination, may exist at or be implied by Law or in equity, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Partnership are only as expressly set forth in this Agreement and those required by the Partnership Law.

(c)      Subject to the Partnership Law, to the extent that, at law or in equity, any Partner (including without limitation, the General Partner) has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the Partners (including without limitation, the General Partner) acting under this Agreement will not be liable to the Partnership or to any such other Partner for their good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Partner (including without limitation, the General Partner) otherwise existing at law or in equity to the Partnership or the Partners, are agreed by the Partners to replace or eliminate to that extent such other duties and liabilities of the Partners relating thereto (including without limitation, the General Partner), to the fullest extent permitted by applicable Law.

(d)      The General Partner may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the General Partner on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will, with respect to the Partnership and the other Partners, be full justification for any such act or omission, and the General Partner will be fully protected from liability to the Partnership and the other Partners in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.

(e)      To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any agreement contemplated herein or otherwise applicable provision of law or equity, whenever in this Agreement the General Partner is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, such General Partner shall be entitled to consider only such interests and




factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or the Limited Partners, or (ii) in its “good faith” or under another expressed standard, such General Partner shall act under such express standard and shall not be subject to any other or different standards.

Section 10.02. Indemnification

.

(a) The General Partner, the Tax Matters Partner, the Partnership Representative (including, without limitation, for this purpose each former and present director, officer, consultant, advisor, manager, member, employee and stockholder of the General Partner, the Tax Matters Partner or the Partnership Representative) and each Limited Partner (including any former Limited Partner), in his capacity, as such, and to the extent such Limited Partner participates, directly or indirectly, in the Partnership’s activities (each, a “ Covered Person ” and collectively, the “ Covered Persons ”) shall not be liable to the Partnership or, to the extent applicable, to any of the other Partners for any loss, claim, damage or liability occasioned by any acts or omissions in the performance of its services hereunder, unless it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “ Final Adjudication ”) that such loss, claim, damage or liability is due to an act or omission of a Covered Person (i) made in bad faith or with criminal intent or (ii) that adversely affected the Partnership and that failed to satisfy any duty of care owed to the Partnership (as modified by this Agreement) or as otherwise required by Law.

(b) A Covered Person shall be indemnified to the fullest extent permitted by law by the Partnership against any losses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) incurred by or imposed upon him by reason of or in connection with any action taken or omitted by such Covered Person arising out of the Covered Person’s status as a Partner or its activities on behalf of the Partnership, including in connection with any action, suit, investigation or proceeding before any judicial, administrative, regulatory or legislative body or agency to which it may be made a party or otherwise involved or with which it shall be threatened by reason of being or having been the General Partner or by reason of serving or having served as a director, officer, consultant, advisor, manager, member, partner, employee or stockholder of any enterprise in which the Partnership or any of its Affiliates has or had a financial interest; provided that the Partnership may, but shall not be required to, indemnify a Covered Person with respect to any matter as to which there has been a Final Adjudication that its acts or its failure to act (i) were in bad faith or with criminal intent, or
(ii) were of a nature that makes indemnification by the relevant Affiliate unavailable. The right to indemnification granted by this Section 10.02 shall be in addition to any rights to which a Covered Person may otherwise be entitled and shall inure to the benefit of the successors by operation of law or valid assigns of such Covered Person. The Partnership shall pay the expenses incurred by a Covered Person in defending a civil or criminal action, suit, investigation or proceeding in advance of the final disposition of such action, suit, investigation or proceeding, upon receipt of an undertaking by the Covered Person to repay such payment if there shall be a Final Adjudication that it is not entitled to indemnification as provided herein. In any suit brought by the Covered Person to enforce a right to indemnification hereunder it shall be a defense that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 , and in any suit in the




name of the Partnership to recover expenses advanced pursuant to the terms of an undertaking the Partnership shall be entitled to recover such expenses upon Final Adjudication that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 . In any such suit brought to enforce a right to indemnification or to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to an advancement of expenses, shall be on the Partnership (or any Limited Partner acting derivatively or otherwise on behalf of the Partnership or the Limited Partners). The General Partner may not satisfy any right of indemnity or reimbursement granted in this Section 10.02 or to which it may be otherwise entitled except out of the assets of the Partnership (including, without limitation, insurance proceeds and rights pursuant to indemnification agreements), and no Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. The General Partner may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 and obtain appropriate insurance coverage on behalf and at the expense of the Partnership to secure the Partnership’s indemnification obligations hereunder and may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 . Each Covered Person shall be deemed a third party beneficiary (to the extent not a direct party hereto) to this Agreement and, in particular, the provisions of this Section 10.02 .

(c) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or the Partners, the Covered Person shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity to the Partnership or the Partners, are agreed by the Partners to replace or eliminate such other duties and liabilities of each such Covered Person, to the fullest extent permitted by applicable Law.

Article XI

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS

Section 11.01. Designation

. The Series A Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series A Preferred Mirror Unit shall be identical in all respects to every other Series A Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series A Holder in its capacity as such with respect to Series A Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series A Holders, “Percentage Interest” shall mean, with respect to any holder of Series A Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series A Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series A Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series A Holders or holders of other Parity Units, issue additional Series A Preferred Mirror Units.




Section 11.02. Distributions

.

(a) The Series A Holders shall be entitled to receive with respect to each Series A Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series A Distribution Rate (subject to Section 11.05 of this Agreement) of the Series A Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series A Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the LP Register at the close of business, New York City time, on a Series A Record Date, provided that if the Series A Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the LP Register at the close of business, New York City time, on the Business Day immediately preceding such Series A Record Date.

(b) So long as any Series A Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series A Mirror Interests or (ii) the Series A Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series A Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units.

(c) The General Partner may, in its sole discretion, choose to pay distributions on the Series A Preferred Mirror Units without the payment of any distributions on any Junior Units.

(d) When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series A Preferred Mirror Units or any Parity Units, all distributions declared upon the Series A Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series A Preferred Mirror Units and all unpaid




distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.

(e) No distributions may be declared or paid or set apart for payment on any Series A Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units, subject to any applicable terms of such outstanding Units.

(f) Series A Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.

(g) The Partnership and the Series A Holders intend that no portion of the distributions paid to the Series A Holders pursuant to this Section 11.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series A Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.

Section 11.03. Rank

. The Series A Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:

(a) junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series A Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;

(b) equally to any Parity Units; and

(c) senior to any Junior Units. Section 11.04. Redemption
.

(a) Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series A Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.







(b) If the Issuer redeems its Series A Preferred Shares pursuant to a Change of Control Event or a Series A Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series A Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series A Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series A Holders thereof shall cease other than the right to receive the redemption price, without interest.

(c) Without limiting clause (b) of this Section 11.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series A Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series A Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series A Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series A Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series A Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series A Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series A Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series A Preferred Mirror Units without interest.

(d) The Series A Holders shall have no right to require redemption of any Series A Preferred Mirror Units.

Section 11.05. Series A Distribution Rate

. If the distribution rate per annum on the Series A Preferred Shares issued by the Issuer shall increase pursuant to Section 13.5 of the Issuer LLC Agreement, then the Series A Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIII of the Issuer LLC Agreement.

Section 11.06. Allocations

. Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series A Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series A Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series A Preferred Mirror Units




pursuant to Section 11.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series A Holders pursuant to this Section 11.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series A Holders pursuant to the prior sentence and to the Series B Holders pursuant to Section 12.06 , Gross Ordinary Income shall be allocated to the Series A Holders and Series B Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series A Preferred Shares and Series B Preferred Shares respectively in such Fiscal Year.

Section 11.07. Voting

. Notwithstanding any provision in this Agreement or the Partnership Law to the contrary, the Series A Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Partnership action or inaction.

Section 11.08. Liquidation Rights

.

(a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Section 9.03 , the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 11.08(a) .

(b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.

(c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 11.08 .

(d) Nothing in this Section 11.08 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior







to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.

(e) For the purposes of this Section 11.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series A Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1- 02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series A Dissolution Exception ”).

(f) In the event that any member of the Apollo Operating Group liquidates, winds up or dissolves, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series A Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series A Dissolution Exception or (ii) an event where the Issuer’s Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.

Section 11.09. No Duties to Series A Holders

. Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series A Holders.

Section 11.10. Coordination Among Apollo Operating Group

. To facilitate compliance with the limitations set forth in Section 11.02(b) and Section 11.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity




interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.

Section 11.11. Amendments and Waivers

. Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XI may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.

Section 11.12. Expenses

. It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series A Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series A Preferred Shares by the Issuer (the “ Series A Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series A Preferred Shares to APO Asset Co., LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC),
LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series A Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series A Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.

Article XII

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS

Section 12.01. Designation

. The Series B Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series B Preferred Mirror Unit shall be identical in all respects to every other Series B Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series B Holder in its capacity as such with respect to Series B Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series B Holders, “Percentage Interest” shall mean, with respect to any holder of Series B Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series B Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series B Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series B Holders or holders of other Parity Units, issue additional Series B Preferred Mirror Units.

Section 12.02. Distributions







.

(a) The Series B Holders shall be entitled to receive with respect to each Series
B Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series B Distribution Rate (subject to Section 12.05 of this Agreement) of the Series B Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series B Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the LP Register at the close of business, New York City time, on a Series B Record Date, provided that if the Series B Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the LP Register at the close of business, New York City time, on the Business Day immediately preceding such Series B Record Date.

(b) So long as any Series B Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series B Mirror Interests or (ii) the Series B Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan (or any successor or similar plan) in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series B Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units or with proceeds from the substantially concurrent sale of Junior Units.

(c) The General Partner may, in its sole discretion, choose to pay distributions on the Series B Preferred Mirror Units without the payment of any distributions on any Junior Units.

(d) When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series B Preferred Mirror Units or any Parity Units, all distributions declared upon the Series B Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series B Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution




Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.

(e) No distributions may be declared or paid or set apart for payment on any Series B Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units, subject to any applicable terms of such outstanding Units.

(f) Series B Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.

(g) The Partnership and the Series B Holders intend that no portion of the distributions paid to the Series B Holders pursuant to this Section 12.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series B Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.

Section 12.03. Rank

. The Series B Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:

(a) junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;

(b) equally to any Parity Units; and

(c) senior to any Junior Units. Section 12.04. Redemption
.

(a) Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series B Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.




(b) If the Issuer redeems its Series B Preferred Shares pursuant to a Change of Control Event or a Series B Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. If the Issuer redeems its Series B Preferred Shares pursuant to a Rating Agency Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.50 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series B Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series B Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series B Holders thereof shall cease other than the right to receive the redemption price, without interest.

(c) Without limiting clause (b) of this Section 12.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series B Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series B Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series B Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series B Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series B Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series B Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series B Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series B Preferred Mirror Units without interest.

(d) The Series B Holders shall have no right to require redemption of any Series B Preferred Mirror Units.

Section 12.05. Series B Distribution Rate

. If the distribution rate per annum on the Series B Preferred Shares issued by the Issuer shall increase pursuant to Section 14.5 of the Issuer LLC Agreement, then the Series B Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIV of the Issuer LLC Agreement.

Section 12.06. Allocations

. Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series B Preferred Mirror







Units in accordance with each holder’s Percentage Interest with respect to their Series B Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series B Holders pursuant to this Section 12.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series B Holders pursuant to the prior sentence and to the Series A Holders pursuant to Section 11.06 , Gross Ordinary Income shall be allocated to the Series B Holders and Series A Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series B Preferred Shares and Series A Preferred Shares respectively in such Fiscal Year.

Section 12.07. Voting

. Notwithstanding any provision in this Agreement or the Partnership Law to the contrary, the Series B Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series B Holders shall not be required for the taking of any Partnership action or inaction.

Section 12.08. Liquidation Rights

.

(a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series B Preferred Mirror Units in accordance with Section 9.03 , the Series B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series B Holder is entitled pursuant to this Section 12.08(a) .

(b) Upon a Dissolution Event, after each Series B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs), such Series B Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.

(c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series B Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 12.08 .







(d) Nothing in this Section 12.08 shall be understood to entitle the Series B Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.

(e) For the purposes of this Section 12.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series B Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1- 02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, wound up or dissolved are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series B Dissolution Exception ”).

(f) In the event that any member of the Apollo Operating Group liquidates, winds up or dissolves, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series B Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series B Dissolution Exception or (ii) an event where the Issuer’s Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.

Section 12.09. No Duties to Series B Holders

. Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series B Holders.

Section 12.10. Coordination Among Apollo Operating Group

. To facilitate compliance with the limitations set forth in Section 12.02(b) and Section 12.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the




general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.

Section 12.11. Amendments and Waivers

. Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XII may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.

Section 12.12. Expenses

. It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series B Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series B Preferred Shares by the Issuer (the “ Series B Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series B Preferred Shares to APO Asset Co., LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC),
LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series B Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series B Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.

Article XIII MISCELLANEOUS

Section 13.01. Severability

. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 13.02. Notices




. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery




in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13.02 ):

(a)
If to the Partnership, to:

Apollo Principal Holdings II, L.P.
c/o Apollo Principal Holdings II GP, LLC 9 West 57 th St., 43 rd Floor
New York, NY 10019

(b)
If to any Limited Partner, to:

Apollo Principal Holdings II, L.P.
c/o Apollo Principal Holdings II GP, LLC 9 West 57th St., 43rd Floor
New York, NY 10019

(c)
If to the General Partner, to:

Apollo Principal Holdings II GP, LLC 9 West 57th St., 43rd Floor
New York, NY 10019 Section 13.03. Cumulative Remedies
. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by Law.

Section 13.04. Binding Effect

. This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

Section 13.05. Interpretation

. Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding provisions of this Agreement.

Section 13.06. Counterparts




. This Agreement may be executed and delivered (including by facsimile transmission or other electronic means) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 13.06 .

Section 13.07. Further Assurances

. Each Limited Partner shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

Section 13.08. Entire Agreement

.

(a) This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

(b) For the avoidance of doubt, each of the Limited Partners that serve as a senior managing director of any of the Apollo Operating Group entities or their Subsidiaries may from time to time enter into agreements with the Partnership in respect of the terms of such service.

Section 13.09. Governing Law

. This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands. To the fullest extent permitted by applicable law, the General Partner and each Limited Partner hereby agree that any claim, action or proceeding by any Limited Partner seeking any relief whatsoever based on, arising out of or in connection with, this Agreement or the Partnership’s business or affairs shall be brought only in the courts located in the Cayman Islands. EACH PARTNER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY .

Section 13.10. Expenses

. Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.




Section 13.11. Amendments and Waivers

.

(a) This Agreement (including the Annexes hereto) may be amended, supplemented, waived or modified by the written consent of the General Partner, subject to Article XI and Article XII ; provided that any amendment that would have a material adverse effect on the rights or preferences of any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Percentage Interests of the Class affected; provided further , that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment, supplement, waiver or modification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in United States federal income tax regulations, legislation or interpretation; and (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates on which distributions are to be made by the Partnership.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

(c) The General Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(1) (or any similar provision) under which the fair market value of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership and each of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while the election remains effective, and (iii) any other related amendments.

(d) Except as may be otherwise required by law in connection with the winding- up, liquidation or dissolution of the Partnership, each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Partnership’s property.




(e) Upon obtaining such approvals required by this Agreement and without further action or execution by any other Person, including any Limited Partner, (i) any amendment to this Agreement may be implemented and reflected in a writing executed solely by the General Partner, and (ii) the Limited Partners shall be deemed a party to and bound by such amendment of this Agreement.

Section 13.12. No Third Party Beneficiaries

. Except with respect to the rights of Covered Persons hereunder, each of whom shall be an intended beneficiary and shall be entitled to enforce the provisions of Section 10.02 as if it were a party to this Agreement, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement and such other Persons shall not have any rights under the Contracts (Rights of Third Parties) Law (as amended) to enforce any term of this Agreement. Notwithstanding any term of this Agreement, the consent of or notice to any Person who is not a party to this Agreement shall not be required for any termination, rescission or agreement to any variations, waiver, assignment, novation, release or settlement under the Agreement at any time.

Section 13.13. Headings

. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 13.14. Construction

. Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extent permitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should be interpreted most strongly against the party who drafted such language.

Section 13.15. Power of Attorney

. Each Limited Partner, by its execution hereof, hereby irrevocably makes, constitutes and appoints the General Partner as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) all certificates and other instruments (including consents and ratifications which the Limited Partners have agreed to provide upon a matter receiving the agreed support of Limited Partners) deemed advisable by the General Partner to carry out the provisions of this Agreement (including the provisions of Section 8.04 ) and Law or to permit the



Partnership to become or to continue as an exempted limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may




be doing business; (c) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the admission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of this Agreement; (d) all conveyances and other instruments or papers deemed advisable by the General Partner to effect the liquidation and termination of the Partnership; and (e) all fictitious or assumed name certificates required or permitted (in light of the Partnership’s activities) to be filed on behalf of the Partnership. With respect to each Limited Partner, the foregoing power of attorney is intended to secure a proprietary interest of the General Partner and the performance of the obligations of each such Limited Partner, shall be irrevocable and shall survive the bankruptcy of such Limited Partner and may be exercised by the General Partner either by signing separately as attorney in fact for such Limited Partner or executing an instrument, by a single signature of the General Partner acting as attorney in fact for all of them.

Section 13.16. Letter Agreements; Schedules

. Notwithstanding the provisions of this Agreement, including Section 13.11 , it is hereby acknowledged and agreed that the General Partner on its own behalf or on behalf of the Partnership without the approval of any Limited Partner or any other Person may enter into a side letter or similar agreement to or with a Limited Partner which has the effect of establishing rights under, or altering or supplementing the terms of, this Agreement. The parties hereto agree that any terms contained in a side letter or similar agreement to or with a Limited Partner shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement. The General Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.

Section 13.17. Partnership Status

. The parties intend to treat the Partnership as a partnership for United States federal income tax purposes.

[Signature Page Follows]






IN WITNESS WHEREOF , the undersigned, intending to be legally bound hereby, have duly executed this Agreement as a deed of the date first above written.

General Partner:                 APOLLO PRINCIPAL HOLDINGS II GP, LLC


By:     /s/ Shari Verschell                 
Name:    Shari Verschell
Title:    Vice President


Witness:     Juliette Sandleitner         
Name:    Juliette Sandleitner


Limited Partners:                 APO CORP.


By:     /s/ John J. Suydam                 
Name:    John J. Suydam
Title:    Vice President


Witness:     Tami Pirone              
Name:    Tami Pirone


AP PROFESSIONAL HOLDINGS, L.P.

By:     BRH Holdings GP, Ltd.
Its general partner

By:     /s/ John J. Suydam                 
Name:    John J. Suydam
Title:    Vice President


Witness:     Tami Pirone                 
Name:    Tami Pirone










Apollo Principal Holdings II, L.P.
Sixth Amended and Restated Exempted Limited Partnership Agreement
Signature Page



Annex A

Apollo Principal Holdings I, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings II, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings III, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings IV, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings V, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings VI, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings VII, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings VIII, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings IX, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings X, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings XI, LLC and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings XII, L.P. and each of its affiliated carry and co-invest vehicles; AMH Holdings (Cayman), L.P. and each of its affiliated carry and co-invest vehicles; Apollo Management Holdings, L.P. and each of its affiliated carry and co-invest vehicles
























19500135.1 A4565.149646


Exhibit 10.4

EXECUTION VERSION

FIFTH AMENDED AND RESTATED
EXEMPTED LIMITED PARTNERSHIP AGREEMENT
OF
APOLLO PRINCIPAL HOLDINGS III, L.P.
Dated March 19, 2018
THE PARTNERSHIP UNITS OF APOLLO PRINCIPAL HOLDINGS III, L.P. HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.



TABLE OF CONTENTS
Page
Article I DEFINITIONS 2
Section 1.01. Definitions 2
Article II FORMATION, TERM, PURPOSE AND POWERS 12
Section 2.01. Formation 12
Section 2.02. Name 12
Section 2.03. Term 12
Section 2.04. Offices 12
Section 2.05. Agent for Service of Process 12
Section 2.06. Business Purpose 13
Section 2.07. Powers of the General Partner 13
Section 2.08. Partners; Admission of New Partners 13
Section 2.09. Withdrawal 13
Article III MANAGEMENT 13
Section 3.01. General Partner 13
Section 3.02. Compensation 14
Section 3.03. Expenses 14
Section 3.04. Authority of Partners 14
Section 3.05. Action by Written Consent or Ratification 15
Article IV DISTRIBUTIONS 15
Section 4.01. Distributions 15
Section 4.02. Liquidation Distribution 16
Section 4.03. Limitations on Distribution 16
Section 4.04. Distributions on Series A Preferred Mirror Units 16
Section 4.05. Distributions on Series B Preferred Mirror Units 16
Article V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS 16
Section 5.01. Initial Capital Contributions 16
Section 5.02. No Additional Capital Contributions 16
Section 5.03. Capital Accounts 17
Section 5.04. Allocations of Profits and Losses 17
Section 5.05. Special Allocations 17
Section 5.06. Tax Allocations 19
Section 5.07. Tax Advances 19
Section 5.08. Tax Matters 19
Section 5.09. Other Allocation Provisions 20
Article VI BOOKS AND RECORDS; REPORTS 20
Section 6.01. Books and Records 20
Article VII PARTNERSHIP UNITS 21
Section 7.01. Units 21
Section 7.02. Register 21
Section 7.03. Registered Partners 21
Article VIII FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS 22
Section 8.01. Limited Partner Transfers 22
Section 8.02. Encumbrances 22
Section 8.03. Further Restrictions 22
Section 8.04. Rights of Assignees 23
Section 8.05. Admissions, Withdrawals and Removals 23
Section 8.06. Admission of Assignees as Substitute Limited Partners 24
Section 8.07. Withdrawal and Removal of Limited Partners 24
Article IX DISSOLUTION, LIQUIDATION AND TERMINATION 24
Section 9.01. No Dissolution 24
Section 9.02. Events Causing Winding Up 24
Section 9.03. Distribution upon Winding Up 25
Section 9.04. Time for Liquidation 25
Section 9.05. Termination 25
Section 9.06. Claims of the Partners 25
Section 9.07. Survival of Certain Provisions 26
Article X LIABILITY AND INDEMNIFICATION 26
Section 10.01. Liability of Partners 26
Section 10.02. Indemnification 26
Article XI TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS 28
Section 11.01. Designation 28
Section 11.02. Distributions 28
Section 11.03. Rank 30
Section 11.04. Redemption 30
Series A Distribution Rate
31
Section 11.06. Allocations 31
Section 11.07. Voting 31
Section 11.08. Liquidation Rights 31
Section 11.09. No Duties to Series A Holders 33
Section 11.10. Coordination Among Apollo Operating Group 33
Section 11.11. Amendments and Waivers 33
Section 11.12. Expenses 33
Article XII TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS 33
Section 12.01. Designation 33
Section 12.02. Distributions 34
Section 12.03. Rank 35
Section 12.04. Redemption 35
Section 12.05. Series B Distribution Rate 36
Section 12.06. Allocations 37
Section 12.07. Voting 37
Section 12.08. Liquidation Rights 37
Section 12.09. No Duties to Series B Holders 38
Section 12.10. Coordination Among Apollo Operating Group 38
Section 12.11. Amendments and Waivers 39
Section 12.12. Expenses 39
Article XIII MISCELLANEOUS 39
Section 13.01. Severability 39
Section 13.02. Notices 39
Section 13.03. Cumulative Remedies 40
Section 13.04. Binding Effect 40
Section 13.05. Interpretation 40
Section 13.06. Counterparts 40
Section 13.07. Further Assurances 40
Section 13.08. Entire Agreement 41
Section 13.09. Governing Law 41
Section 13.10. Expenses 41
Section 13.11. Amendments and Waivers 41
Section 13.12. No Third Party Beneficiaries 42
Section 13.13. Headings 42
Section 13.14. Construction 42
Section 13.15. Power of Attorney 42
Section 13.16. Letter Agreements; Schedules 43
Section 13.17. Partnership Status 43

FIFTH AMENDED AND RESTATED
EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF
APOLLO PRINCIPAL HOLDINGS III, L.P.
This FIFTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT of Apollo Principal Holdings III, L.P. (the “ Partnership ”) is made on the 19th day of March, 2018, by and among Apollo Principal Holdings III GP, Ltd., an exempted company formed under the laws of the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.
WHEREAS, the Partnership was formed as an exempted limited partnership pursuant to the Act on the execution of the initial Limited Partnership Agreement of the Partnership on April 10, 2007 (the “ Original Agreement ”) by Apollo Principal Holdings III GP, Ltd., as general partner, and Sheryl Dean, as limited partner (the “ Initial Limited Partner ”);
WHEREAS, the Partnership was registered as an exempted limited partnership under the laws of the Cayman Islands as evidenced by the certificate of registration (the “ Certificate ”) dated April 10, 2007;
WHEREAS, on July 13, 2007, the Original Agreement was amended and restated (the “ First Amended Agreement ”) to permit the admission of additional limited partners (the “ Original Limited Partners ”) to the Partnership and the withdrawal of the Initial Limited Partner;
WHEREAS, on July 13, 2007, pursuant to the transactions effected by a Contribution, Purchase and Sale Agreement and the Roll-up Agreements, the Original Limited Partners transferred their limited partner interests to the current Limited Partners and the current Limited Partners were admitted to the Partnership (the “ Restructuring ”);
WHEREAS, on September 30, 2008, the First Amended Agreement was amended and restated (the “ Second Amended Agreement ”) to reflect the withdrawal of the Original Limited Partners and the admission of the current Limited Partners pursuant to the Restructuring;
WHEREAS, on April 14, 2010, the Second Amended Agreement was further amended and restated (the “ Third Amended Agreement ”);
WHEREAS, on March 7, 2017, the Third Amended Agreement was further amended and restated (the “ Fourth Amended Agreement ”) for the purpose of designating the Series A Preferred Mirror Units;
WHEREAS, Section 7.01 of the Fourth Amended Agreement provides that the General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other classes, and one or more series of any such class, of units into which the interests of the Partnership may be classified or divided, with such designations, preferences, rights, powers and duties (which may be senior to then-existing classes of interests in the Partnership) as shall be determined by the General Partner;
WHEREAS, Section 12.11 of the Fourth Amended Agreement provides that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect, among other things, any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; and
WHEREAS, pursuant to the aforementioned sections of the Fourth Amended Agreement, the General Partner desires to establish a new class of interest in the Partnership to be named Series B Preferred Mirror Units, with such designations, preferences, rights, powers and duties as are set forth herein, and, in connection therewith, desires to further amend and restate the Fourth Amended Agreement as set forth herein (as so further amended and restated, this “ Agreement ”).
NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree as follows:
Article I

DEFINITIONS
Section 1.01.      Definitions . Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):
“ Act ” means the Exempted Limited Partnership Law (as amended) of the Cayman Islands.
“ Additional Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Adjusted Capital Account Balance ” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(c)(4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), and any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
“ Affiliate ” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.
“ Agreement ” has the meaning set forth in the recitals.
“ Amended Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ AOG Series A Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series A Preferred Mirror Units.
“ AOG Series B Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series B Preferred Mirror Units.
“ AP Professional ” means AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership.
“ APO Corp. ” means APO Corp., a Delaware corporation.
“ APO LLC ” means APO Asset Co., LLC, a Delaware limited liability company.
“ Apollo Operating Group ” means each of the Partnership, Apollo Principal Holdings I, L.P., a Delaware limited partnership, Apollo Principal Holdings II, L.P., a Delaware limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Delaware limited partnership, Apollo Principal Holdings VI, L.P., a Delaware limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, Apollo Management Holdings, L.P., a Delaware limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, and any successors thereto or other entities formed to serve as holding vehicles for the Issuer’s carry vehicles, management companies or other entities formed to engage in the asset management business (including alternative asset management), as set forth on Annex A , as amended from time to time.
“ Assignee ” has the meaning set forth in Section 8.04 .
“ Assumed Tax Rate ” means the highest effective marginal combined United States federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductibility of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for United States federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.
“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.
“ Capital Account ” means the separate capital account maintained for each Partner in accordance with Section 5.03 .
“ Capital Contribution ” means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), net of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to the Partnership pursuant to Article V .
“ Carrying Value ” means, with respect to any Partnership asset, the asset’s adjusted basis for United States federal income tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of (a) the date of the acquisition of any additional Partnership interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership interest is relinquished to the Partnership; (d) any other date specified in the Treasury Regulations or (e) any other date specified by the General Partner; provided , however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for United States federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.
“ Certificate ” has the meaning set forth in the recitals.
“ Change of Control Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Class ” means the classes of Units into which the interests in the Partnership may be classified or divided from time to time pursuant to the provisions of this Agreement.
“ Class A Shares ” means the Class A Common Shares of the Issuer representing Class A limited liability company interests of the Issuer.
“ Class A Units ” means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.
“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time.
“ Common Units ” means the Class A Units.
“ Contingencies ” has the meaning set forth in Section 9.03(a) .
“ Contribution, Purchase and Sale Agreement ” means the Contribution, Purchase and Sale Agreement, dated as of July 13, 2007, by and among the Partnership, Apollo Principal Holdings I, L.P., a Delaware limited partnership, Apollo Principal Holdings II, L.P., a Delaware limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, and Apollo Management Holdings, L.P., a Delaware limited partnership, and certain other signatories party thereto.
“ Control ” (including the terms “ Controlled by ” and “ under common Control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.
“ Covered Person ” and “ Covered Persons ” have the meanings set forth in Section 10.02(a) .
“ Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Creditable Foreign Tax ” means a non-United States tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A non-United States tax is a Creditable Foreign Tax for these purposes without regard to whether a partner receiving an allocation of such non-United States tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “Creditable Foreign Tax” in Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.
“ Disabling Event ” means the General Partner ceasing to be the general partner of the Partnership for any of the reasons set out under the Act.
“ Dissolution Event ” has the meaning set forth in Section 9.02 .
“ Distributable Cash ” means cash received by the Partnership from dividends and distributions or other income, other than cash reserves to account for reasonably anticipated expenses and other liabilities, including, without limitation, tax liabilities, as the General Partner may determine to be appropriate.
“ Distribution Payment Date ” means March 15, June 15, September 15 and December 15 of each year, commencing (a) with respect to the Series A Preferred Mirror Units, on June 15, 2017 and (b) with respect to the Series B Preferred Mirror Units, on June 15, 2018.
“ Distribution Period ” means the period from and including a Distribution Payment Date to, but excluding, the next Distribution Payment Date, except that (a) the initial Distribution Period with respect to the Series A Preferred Mirror Units commenced on and included March 7, 2017 and (b) the initial Distribution Period with respect to the Series B Preferred Mirror Units commences on and includes March 19, 2018.
“ Encumbrance ” means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever.
“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended.
“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“ Exchange Agreement ” means the Fifth Amended and Restated Exchange Agreement dated as of April 28, 2017 among the Issuer, the Apollo Operating Group, and the limited partners of the Apollo Operating Group entities from time to time, as amended from time to time.
“ Exchange Transaction ” means an exchange of Class A Units for Class A Shares pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Class A Units to the Issuer, the Partnership or any of their Subsidiaries for other consideration.
“ Final Adjudication ” has the meaning set forth in Section 10.02(a) .
“ Final Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ First Amended Agreement ” has the meaning set forth in the recitals.
“ Fiscal Year ” means (i) the period commencing upon the formation of the Partnership and ending on December 31, 2007 or (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31.
“ Fourth Amended Agreement ” has the meaning set forth in the recitals.
“ Fund ” means any pooled investment vehicle or similar entity sponsored or managed, directly or indirectly, by the Issuer or any of its Subsidiaries.
“ General Partner ” means Apollo Principal Holdings III GP, Ltd., an exempted company formed under the laws of the Cayman Islands or any successor general partner admitted to the Partnership in accordance with the terms of this Agreement, each in its capacity as general partner of the Partnership.
“ Gross Ordinary Income ” means the Partnership’s gross income excluding any gross income attributable to the sale or exchange of “capital assets” as defined in Section 1221 of the Code. Allocations to Series A Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series A Preferred Mirror Units. Allocations to Series B Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series B Preferred Mirror Units.
“ Initial Limited Partner ” has the meaning set forth in the recitals.
“ Issuer ” means Apollo Global Management, LLC, a limited liability company formed under the laws of the State of Delaware, or any successor thereto.
“ Issuer LLC Agreement ” means the Third Amended and Restated Limited Liability Company Agreement of the Issuer dated as of the date hereof.
“ Junior Units ” means Common Units and any other equity securities that the Partnership may issue in the future ranking, as to the payment of distributions, junior to the Series A Preferred Mirror Units and the Series B Preferred Mirror Units.
“ Law ” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Partnership or any Partner, as the case may be.
“ Limited Partner ” means each of the Persons from time to time listed as a limited partner in the books and records of the Partnership, each in their capacity as a limited partner of the Partnership.
“ Liquidation Agent ” has the meaning set forth in Section 9.03 .
“ Liquidation Preference ” means, in respect of any Preferred Units, the “Liquidation Preference” per Preferred Unit specified for such Preferred Units.
“ Net Taxable Income ” has the meaning set forth in Section 4.01(b)(i) .
“ Nonrecourse Deductions ” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a Fiscal Year equals the net increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that Fiscal Year, determined according to the provisions of Treasury Regulations Section 1.704-2(c).
“ Original Agreement ” has the meaning set forth in the recitals.
“ Original Limited Partners ” has the meaning set forth in the recitals.
“ Parity Units ” means any Partnership securities, including Preferred Units, that the Partnership has authorized or issued or may authorize or issue, the terms of which provide that such securities shall rank equally with the Series A Preferred Mirror Units and the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event. For purposes of this definition, the Series A Preferred Mirror Units shall be treated as Parity Units with respect to the Series B Preferred Mirror Units and the Series B Preferred Mirror Units shall be treated as Parity Units with respect to the Series A Preferred Mirror Units.
“ Partner Nonrecourse Debt Minimum Gain ” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3).
“ Partner Nonrecourse Deductions ” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2).
“ Partners ” means, at any time, each person listed as a partner (including the General Partner) on the books and records of the Partnership, in each case for so long as he, she or it remains a partner of the Partnership as provided hereunder.
“ Partnership ” has the meaning set forth in the recitals.
“ Partnership Minimum Gain ” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).
“ Partnership Representative ” means the “partnership representative” as defined in Section 6223 of the Code after amendment by P.L. 114-74.
“ Percentage Interest ” means, with respect to any Partner and subject to Section 11.01 and Section 12.01 , the quotient obtained by dividing the number of Units then owned by such Partner by the number of Units then owned by all Partners.
“ Permitted Jurisdiction ” means the United States or any state thereof, Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Gibraltar, Ireland, Italy, Luxembourg, the Netherlands, Switzerland, the United Kingdom or British Crown Dependencies, any other member country of the Organization for Economic Co-operation and Development, or any political subdivision of any of the foregoing.
“ Permitted Reorganization ” means the (i) voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership into another exempted limited partnership pursuant to provisions of this Agreement that allow the Partnership to convert, merge or convey its assets to another entity with or without General Partner approval, (ii) for purposes of Section 11.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series A Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series A Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval or (iii) for purposes of Section 12.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series B Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series B Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval.
“ Permitted Transfer ” means the sale, conveyance, exchange or transfer, for cash, shares of capital stock, securities or other consideration, of all or substantially all of the Partnership’s property or assets or the consolidation, merger or amalgamation of the Partnership with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into the Partnership.
“ Person ” means any individual, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.
“ Portfolio Company ” means any Person in which any Fund owns or has made, directly or indirectly, an investment.
“ Preferred Units ” means (i) the Series A Preferred Mirror Units, (ii) the Series B Preferred Mirror Units and (iii) any other Class of Units that entitles the Record Holders thereof to a preference or priority over the Record Holders of any other Class of Units in the right to share profits or losses or items thereof, the right to share in Partnership distributions or rights upon dissolution or liquidation of the Partnership.
“ Profits ” and “ Losses ” means, for each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for United States federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from United States federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the United States federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis; provided that if the United States federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses; and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.
“ Rating Agency Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Record Date ” means a date established by the General Partner in its sole discretion for determining the identity of Record Holders entitled to receive a distribution.
“ Record Holder ” or “ holder ” means, with respect to any Units, the Person in whose name such Units are registered on the books of the Partnership as of the opening of business on a particular Business Day.
“ Restructuring ” has the meaning set forth in the recitals.
“ Roll-up Agreements ” mean collectively, each Roll-up Agreement, by and among BRH Holdings, L.P., a Cayman Islands exempted limited partnership, AP Professional, the Issuer, APO LLC, APO Corp., and an employee of the Issuer or one of its Subsidiaries, dated as of July 13, 2007, each as amended, restated, supplemented or otherwise modified from time to time.
“ SEC ” means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.
“ Second Amended Agreement ” has the meaning set forth in the recitals.
“ Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“ Series A Dissolution Exception ” has the meaning set forth in Section 11.08(e) .
“ Series A Distribution Rate ” means 6.375%.
“ Series A Holder ” means a holder of Series A Preferred Mirror Units.
“ Series A Liquidation Preference ” means $25.00 per Series A Preferred Mirror Unit. The Series A Liquidation Preference shall be the “ Liquidation Preference ” with respect to the Series A Preferred Mirror Units.
“ Series A Offering Expenses ” has the meaning set forth in Section 11.12 .
“ Series A Preferred Mirror Unit ” means a 6.375% Series A Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XI .
“ Series A Preferred Shares ” means the 6.375% Series A Preferred Shares of the Issuer.
“ Series A Record Date ” means, with respect to any Distribution Payment Date, the March 1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series A Record Dates shall apply regardless of whether a particular Series A Record Date is a Business Day. The Series A Record Dates shall constitute Record Dates with respect to the Series A Preferred Mirror Units for the purpose of distributions on the Series A Preferred Mirror Units.
“ Series A Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Series B Dissolution Exception ” has the meaning set forth in Section 12.08(e) .
“ Series B Distribution Rate ” means 6.375%.
“ Series B Holder ” means a holder of Series B Preferred Mirror Units.
“ Series B Liquidation Preference ” means $25.00 per Series B Preferred Mirror Unit. The Series B Liquidation Preference shall be the “Liquidation Preference” with respect to the Series B Preferred Mirror Units.
“ Series B Offering Expenses ” has the meaning set forth in Section 12.12 .
“ Series B Preferred Mirror Unit ” means a 6.375% Series B Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XII .
“ Series B Preferred Shares ” means the 6.375% Series B Preferred Shares of the Issuer.
“ Series B Record Date ” means, with respect to any Distribution Payment Date, the March 1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series B Record Dates shall apply regardless of whether a particular Series B Record Date is a Business Day. The Series B Record Dates shall constitute Record Dates with respect to the Series B Preferred Mirror Units for the purpose of distributions on the Series B Preferred Mirror Units.
“ Series B Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Similar Law ” means any law or regulation that could cause the underlying assets of the Partnership to be treated as assets of the Limited Partner by virtue of its limited partner interest in the Partnership and thereby subject the Partnership and the General Partner (or other persons responsible for the investment and operation of the Partnership’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.
“ Subsidiary ” means, with respect to any Person, as of any date of determination, any other Person as to which such Person owns, directly or indirectly, or otherwise controls, more than 50% of the voting shares or other similar interests or the sole general partner interest or managing member or similar interest of such Person. The term “Subsidiary” does not include at any time any Funds or Portfolio Companies.
“ Substantially All Merger ” means a merger or consolidation of one or more members of the Apollo Operating Group with or into another Person that would, in one or a series of related transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the combined assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.
“ Substantially All Sale ” means a sale, assignment, transfer, lease or conveyance, in one or a series of related transactions, directly or indirectly, of all or substantially all of the assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.
“ Tax Advances ” has the meaning set forth in Section 5.07 .
“ Tax Amount ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Distributions ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Matters Partner ” has the meaning set forth in Section 5.08 .
“ Third Amended Agreement ” has the meaning set forth in the recitals.
“ Transfer ” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law, including, without limitation, the exchange of any Unit for any other security.
“ Treasury Regulations ” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).
“ Units ” means the Class A Units and any other Class of Units authorized in accordance with this Agreement, including the Series A Preferred Mirror Units and the Series B Preferred Mirror Units, which shall constitute interests in the Partnership as provided in this Agreement and under the Act; entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of this Agreement.
“ 2007 Omnibus Equity Incentive Plan ” means the Issuer’s 2007 Omnibus Equity Incentive Plan, as amended, restated, supplemented or otherwise modified from time to time.
Article II     

FORMATION, TERM, PURPOSE AND POWERS
Section 2.01.      Formation . The Partnership was formed as an exempted limited partnership under the provisions of the Act on April 10, 2007. The Partnership is hereby continued pursuant to the Act and this Agreement. If requested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of an exempted limited partnership under the laws of the Cayman Islands, (b) if the General Partner deems it advisable, the operation of the Partnership as an exempted limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.
Section 2.02.      Name . The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, Apollo Principal Holdings III, L.P.
Section 2.03.      Term . The term of the Partnership commenced on the date of the issuance of the Certificate, and the term shall continue until the winding up and dissolution of the Partnership in accordance with Article IX . The existence of the Partnership shall continue until cancellation of the Certificate in the manner required by the Act.
Section 2.04.      Offices . The Partnership may have offices at such places as the General Partner from time to time may select.
Section 2.05.      Agent for Service of Process . The Partnership’s registered office and registered agent for service of process in the Cayman Islands shall be Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, KY1-9008, Cayman Islands or as otherwise determined by the General Partner from time to time.
Section 2.06.      Business Purpose . The Partnership shall have the power to engage in any lawful act or activity for which exempted limited partnerships may be formed under the Act and engage in any and all activities necessary or incidental thereto.
Section 2.07.      Powers of the General Partner . Subject to the limitations set forth in this Agreement, the General Partner will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06 .
Section 2.08.      Partners; Admission of New Partners . Each of the Partners of the Partnership hereby continues as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Act, except as is otherwise expressly provided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time to time as a new Partner in accordance with Section 8.05 and Section 8.06 ; provided , however, that each new Partner shall execute and deliver to the General Partner an appropriate supplement or counterpart or instrument of adherence to this Agreement pursuant to which the new Partner agrees to be bound by the terms and conditions of the Agreement, as it may be amended from time to time.
Section 2.09.      Withdrawal . No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Units owned by such Partner in accordance with Article VIII ; provided , however, that a new General Partner or substitute General Partner may be admitted to the Partnership in accordance with Section 8.05 .
Article III     

MANAGEMENT
Section 3.01.      General Partner .
(a)      The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.
(b)      The Partners hereby agree that the Partnership, acting by the General Partner, shall be and hereby is authorized to (i) open bank accounts on behalf of the Partnership in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Partnership on deposit in such accounts, as may be deemed by the General Partner to be necessary, appropriate or otherwise in the best interests of the Partnership and, in connection therewith, execute any form of required resolution necessary to open any such bank accounts; (ii) prepare, execute and file with the appropriate authorities such federal, state or local applications, forms and papers on behalf of the Partnership as may be required by law or deemed by the General Partner to be necessary, appropriate or otherwise in the best interests of the Partnership, as applicable; and (iii) pay on behalf of the Partnership any and all fees and expenses incident to and necessary to perfect the organization of the Partnership. Notwithstanding any other provision of this Agreement, the Partnership, acting by the General Partner, is hereby authorized to enter into, and to perform its obligations under, the aforementioned agreements, deeds, receipts, certificates, filings and other documents, without any consent of any Limited Partner, but such authorization shall not be deemed a restriction on the power of the Partnership or the General Partner acting on behalf of the Partnership to enter into, and to perform its obligations under, other agreements on behalf of the Partnership. The Partners agree that the General Partner may execute the aforementioned agreements, deeds, receipts, certificates, filings and other documents on behalf of the Partnership that the General Partner deems appropriate and that any prior acts of the Partnership and the General Partner acting on behalf of the Partnership, consistent with the foregoing authorizations, are hereby ratified and confirmed.
Section 3.02.      Compensation . The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacity as General Partner.
Section 3.03.      Expenses . The Partnership shall bear and/or reimburse (i) the General Partner for any expenses incurred by the General Partner in connection with serving as the general partner of the Partnership, and (ii) Issuer and APO LLC, with respect to the Partnership’s allocable share of any expenses solely incurred by or attributable to the Issuer or APO LLC but excluding obligations incurred under the Tax Receivable Agreement, dated as of July 13, 2007 among APO Corp. and the Apollo Operating Group entities party thereto, by the Issuer, income tax expenses of the Issuer or APO LLC and indebtedness incurred by the Issuer or APO LLC.
Section 3.04.      Authority of Partners . No Limited Partner, in its capacity as such, shall participate in or have any control over the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. No Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.
Section 3.05.      Action by Written Consent or Ratification . Any action required or permitted to be taken by the Partners pursuant to this Agreement shall be taken if all Partners whose consent or ratification is required consent thereto or provide a consent or ratification in writing.
Article IV     

DISTRIBUTIONS
Section 4.01.      Distributions .
(a)      Subject to Section 4.04 , Article XI and Article XII , all distributions of Distributable Cash shall be made, at the discretion of the General Partner, to the Limited Partners pro rata in accordance with their respective Percentage Interests.
(b)      Tax Distributions .
(i)      Subject to Section 4.04 , Article XI and Article XII , in addition to the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year will give rise to taxable income for the Partners (“ Net Taxable Income ”), the General Partner shall cause the Partnership to distribute Distributable Cash in respect of income tax liabilities (the “ Tax Distributions ”) to the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities, provided that distributions pursuant to Section 4.02 and allocations pursuant to Section 5.04 related to such distributions shall not be taken into account for purposes of this Section 4.01(b) . The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance with Article V , multiplied by the Assumed Tax Rate (the “ Tax Amount ”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored. Any Tax Distributions shall be made to all Partners, whether or not they are subject to such applicable United States federal, state and local taxes, pro rata in accordance with their Percentage Interest.
(ii)      Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner: (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “ Amended Tax Amount ”), and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “ Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount for such Fiscal Year (the “ Final Tax Amount ”) and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (the “ Additional Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein.
(c)      2007 Distributions . The Partners acknowledge that all distributions of Distributable Cash made in 2007 were governed by Article IV of the Second Amended Agreement and the terms of such Article IV of the Second Amended Agreement, which are hereby incorporated by reference, shall govern with respect to all distributions made in 2007.
Section 4.02.      Liquidation Distribution . Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03 .
Section 4.03.      Limitations on Distribution . Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall not make a Partnership distribution to any Partner if such distribution would violate the Act or other applicable Law.
Section 4.04.      Distributions on Series A Preferred Mirror Units . No distributions shall be made with respect to the Series A Preferred Mirror Units except as permitted under Article XI . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series A Preferred Mirror Units.
Section 4.05.      Distributions on Series B Preferred Mirror Units . No distributions shall be made with respect to the Series B Preferred Mirror Units except as permitted under Article XII . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series B Preferred Mirror Units.
Article V     

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;
TAX ALLOCATIONS; TAX MATTERS
Section 5.01.      Initial Capital Contributions . The Partners have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Class A Units, Series A Preferred Mirror Units and/or Series B Preferred Mirror Units as specified in the books and records of the Partnership.
Section 5.02.      No Additional Capital Contributions . Except as otherwise provided in this Article V , no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional Capital Contributions to the Partnership without the consent of the General Partner.
Section 5.03.      Capital Accounts . A separate capital account (a “ Capital Account ”) shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s Capital Contributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05 ; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04 , any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 5.05 , and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest. The Capital Account balance of each holder of Series A Preferred Mirror Units with respect to each Series A Preferred Mirror Unit shall equal the Liquidation Preference per Series A Preferred Mirror Unit as of the date such Series A Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XI . The Capital Account balance of each holder of Series B Preferred Mirror Units with respect to each Series B Preferred Mirror Unit shall equal the Liquidation Preference per Series B Preferred Mirror Unit as of the date such Series B Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XII .
Section 5.04.      Allocations of Profits and Losses . Except as otherwise provided in this Agreement (including Section 11.06 and Section 12.06 ), Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in respect of any Common Units held by a Partner in a manner such that the Capital Account of each Partner holding Common Units after giving effect to the special allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.
Section 5.05.      Special Allocations . Notwithstanding any other provision in this Article V :
(a)      Minimum Gain Chargeback . If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners holding Common Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4).
(b)      Qualified Income Offset . If any Partner holding Common Units unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.
(c)      Gross Income Allocation . If any Partner holding Common Units has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.
(d)      Nonrecourse Deductions . Nonrecourse Deductions shall be allocated to the Partners in accordance with their respective Percentage Interests.
(e)      Partner Nonrecourse Deductions . Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j).
(f)      Creditable Foreign Taxes . Creditable Foreign Taxes for any taxable period attributable to the Partnership, or an entity owned directly or indirectly by the Partnership, shall be allocated to the Partners in proportion to the Partners’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Foreign Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 5.05(f) are intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.
(g)      Ameliorative Allocations . Any special allocations of income or gain pursuant to Section 5.05(b) or (c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g) , so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Section 5.05(b) or (c) had not occurred.
Section 5.06.      Tax Allocations . For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses, and specially allocated items, including items of Gross Ordinary Income allocated pursuant to Section 11.06 and Section 12.06 , are allocated for Capital Account purposes; provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for United States federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the difference between the Carrying Value and the adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make such allocations for tax purposes as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.
Section 5.07.      Tax Advances . To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to make tax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“ Tax Advances ”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of this Agreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or make a tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b) ) with respect to income attributable to or distributions or other payments to such Partner.
Section 5.08.      Tax Matters . The General Partner shall be the initial “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (prior to amendment by P.L. 114-74) (the “ Tax Matters Partner ”) and the Partnership Representative for purposes of Section 6223 of the Code (after amendment by P.L. 114-74). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, in consultation with the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Partner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep the other Partners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Partnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of United States Internal Revenue Service Schedule K-1, and any comparable statements required by applicable United States state or local income tax Law as a result of the Partnership’s activities or investments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners to prepare and file their own tax returns. The Partnership shall use any reasonable method or combination of methods in accordance with Section 706(d) of the Code for the purpose of allocating or specifically allocating items of income, gain, loss, deduction and expense of the Partnership for federal income tax purposes to account for the varying interests of the Partners for the Fiscal Year.
Section 5.09.      Other Allocation Provisions . Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Section 5.03 , Section 5.04 and Section 5.05 may be amended at any time by the General Partner if the General Partner believes such amendment is advisable, so long as any such amendment does not materially change the relative economic interests of the Partners. Furthermore, the General Partner shall use its reasonable best efforts to cause its Subsidiaries to make adjustments to Capital Accounts to reflect an adjustment to the carrying value of such Subsidiaries’ assets consistent with the adjustments to Carrying Values of the Partnership’s assets hereunder.
Article VI     

BOOKS AND RECORDS; REPORTS
Section 6.01.      Books and Records .
(a)      At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separate books of account for the Partnership.
(b)      Except as limited by Section 6.01(c) , each Limited Partner shall have the right to receive, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense:
(i)      a copy of the Certificate and this Agreement and all amendments thereto, together with a copy of the executed copies of all powers of attorney (if applicable) pursuant to which the Certificate and this Agreement and all amendments thereto have been executed; and
(ii)      promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the three most recent years.
(c)      The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole discretion, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes is not in the best interests of the Partnership, could damage the Partnership or its business or that the Partnership is required by law or by agreement with any third party to keep confidential.
Article VII     

PARTNERSHIP UNITS
Section 7.01.      Units . Interests in the Partnership shall be represented by Units. As of the date of this Agreement, the Units are comprised of three Classes: Class A Units, Series A Preferred Mirror Units and Series B Preferred Mirror Units. The terms, rights, powers, preferences and duties of the Series A Preferred Mirror Units and the Series B Preferred Mirror Units are as set forth in Article XI and Article XII , respectively. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon the winding up, liquidation and dissolution of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units, the Series A Preferred Mirror Units, the Series B Preferred Mirror Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.
Section 7.02.      Register . The register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information with respect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of the Partnership.
Section 7.03.      Registered Partners . The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.
Article VIII     

FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS
Section 8.01.      Limited Partner Transfers .
(a)      No Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.
(b)      Subject to Section 8.03 , the General Partner may consider consenting to an exchange or Transfer of Common Units in an Exchange Transaction pursuant to the terms of the Exchange Agreement. In the case of a Transfer of Common Units in connection with an Exchange Transaction, the Percentage Interests of the Limited Partners shall be appropriately adjusted to provide for, as applicable, a decrease in the number of Common Units owned by the exchanging Limited Partner and an increase in the number of Common Units owned by APO LLC.
(c)      Subject to Section 8.04 , the General Partner may consider consenting to an exchange or Transfer of Units by a Limited Partner that is a party to a Roll-up Agreement pursuant to the terms and provisions thereof.
Section 8.02.      Encumbrances . No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units (or any beneficial interest therein) unless the General Partner consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion. Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Any purported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.
Section 8.03.      Further Restrictions . Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if:
(a)      such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;
(b)      such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws;
(c)      such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise;
(d)      to the extent requested by the General Partner, the Partnership does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion; or
(e)      such Transfer would create a substantial risk that the Partnership would be classified or otherwise treated other than as a partnership for United States federal income tax purposes.
Section 8.04.      Rights of Assignees . Subject to Section 8.05 and Section 8.06 , the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“ Assignee ”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.05 or Section 8.06 .
Section 8.05.      Admissions, Withdrawals and Removals .
(a)      No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent or ratification of APO LLC. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn). The outgoing General Partner shall execute such documents as must be filed with the Registrar of Exempted Limited Partnerships in the Cayman Islands to reflect a change in the General Partner.
(b)      No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.07 .
(c)      Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Section 8.06.      Admission of Assignees as Substitute Limited Partners . An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:
(a)      the General Partner consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in each case in the General Partner’s sole discretion;
(b)      if required by the General Partner, the General Partner receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Limited Partner) that are in a form satisfactory to the General Partner (as determined in its sole discretion);
(c)      if required by the General Partner, the General Partner receives an opinion of counsel satisfactory to the General Partner to the effect that such Transfer is in compliance with this Agreement and all applicable Law; and
(d)      if required by the General Partner, the parties to the Transfer, or any one of them, pays all of the Partnership’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Partnership).
Section 8.07.      Withdrawal and Removal of Limited Partners . If a Limited Partner ceases to hold any Units, then such Limited Partner shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.
Article IX     

DISSOLUTION, LIQUIDATION AND TERMINATION
Section 9.01.      No Dissolution . Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be wound up, liquidated, dissolved and terminated only pursuant to the provisions of this Article IX , and the Partners hereby irrevocably waive any and all other rights they may have to cause a winding up and/or dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.
Section 9.02.      Events Causing Winding Up . The Partnership shall be wound up upon the occurrence of any of the following events (each, a “ Dissolution Event ”):
(a)      an order of the Grand Court of the Cayman Islands pursuant to the Act;
(b)      any event which makes it unlawful for the business of the Partnership to be carried on by the Partners;
(c)      the written consent of the General Partner and APO LLC;
(d)      any other event expressly set out in the Act not inconsistent with any provision hereof requiring the Partnership to be wound up and dissolved;
(e)      the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) APO LLC consents to or ratifies the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 90 days following the occurrence of any such event.
Section 9.03.      Distribution upon Winding Up . Upon the commencement of the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “ Liquidation Agent ”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof and otherwise in accordance with Section 15(1) of the Act (to the extent applicable) and this Agreement. The proceeds of any liquidation shall be applied and distributed in the following order:
(a)      First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“ Contingencies ”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03 ;
(b)      Second, to the holders of the Series A Preferred Mirror Units and the holders of the Series B Preferred Mirror Units, as provided in Article XI and Article XII , respectively; and
(c)      The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Percentage Interests.
Section 9.04.      Time for Liquidation . A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.
Section 9.05.      Termination . The Partnership shall terminate when all of the assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX , and the General Partner or the Liquidation Agent (as applicable) shall then file a notice of dissolution with the Registrar of Exempted Limited Partnerships in the Cayman Islands.
Section 9.06.      Claims of the Partners . The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return such Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negative balance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restore such negative balance during the existence of the Partnership, upon dissolution or termination of the Partnership or otherwise, except to the extent required by the Act.
Section 9.07.      Survival of Certain Provisions . Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.02 and Section 13.09 shall survive the termination of the Partnership.
Article X     

LIABILITY AND INDEMNIFICATION
Section 10.01.      Liability of Partners .
(a)      No Limited Partner shall be liable for any debt, obligation or liability of the Partnership or of any other Partner or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Partner of the Partnership, except to the extent required by the Act.
(b)      This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Limited Partners hereto or on their respective Affiliates. Further, the Limited Partners hereby waive any and all fiduciary duties that, absent such waiver, may exist at or be implied by Law or in equity, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Partnership are only as expressly set forth in this Agreement and those required by the Act.
(c)      Subject to the Act, to the extent that, at law or in equity, any Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the Partners acting under this Agreement will not be liable to the Partnership or to any such other Partner for their good faith reliance on the provisions of this Agreement. Subject to the Act, the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Partner otherwise existing at law or in equity, are agreed by the Partners to replace to that extent such other duties and liabilities of the Partners relating thereto.
(d)      The General Partner may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the General Partner on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will be full justification for any such act or omission, and the General Partner will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.
Section 10.02.      Indemnification .
(a)      The General Partner, the Tax Matters Partner, the Partnership Representative (including, without limitation, for this purpose each former and present director, officer, consultant, advisor, manager, member, employee and stockholder of the General Partner, the Tax Matters Partner or the Partnership Representative) and each Limited Partner (including any former Limited Partner), in his capacity, as such, and to the extent such Limited Partner participates, directly or indirectly, in the Partnership’s activities (each, a “ Covered Person ” and collectively, the “ Covered Persons ”) shall not be liable to the Partnership or, to the extent applicable, to any of the other Partners for any loss, claim, damage or liability occasioned by any acts or omissions in the performance of its services hereunder, unless it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “ Final Adjudication ”) that such loss, claim, damage or liability is due to an act or omission of a Covered Person (i) made in bad faith or with criminal intent or (ii) that adversely affected the Partnership and that failed to satisfy the duty of care owed pursuant to the Partnership or as otherwise required by law.
(b)      A Covered Person shall be indemnified to the fullest extent permitted by law by the Partnership against any losses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) incurred by or imposed upon him by reason of or in connection with any action taken or omitted by such Covered Person arising out of the Covered Person’s status as a Partner or its activities on behalf of the Partnership, including in connection with any action, suit, investigation or proceeding before any judicial, administrative, regulatory or legislative body or agency to which it may be made a party or otherwise involved or with which it shall be threatened by reason of being or having been the General Partner or by reason of serving or having served as a director, officer, consultant, advisor, manager, member, partner, employee or stockholder of any enterprise in which the Partnership or any of its Affiliates has or had a financial interest; provided that the Partnership may, but shall not be required to, indemnify a Covered Person with respect to any matter as to which there has been a Final Adjudication that its acts or its failure to act (i) were in bad faith or with criminal intent, or (ii) were of a nature that makes indemnification by the relevant Affiliate unavailable. The right to indemnification granted by this Section 10.02 shall be in addition to any rights to which a Covered Person may otherwise be entitled and shall inure to the benefit of the successors by operation of law or valid assigns of such Covered Person. The Partnership shall pay the expenses incurred by a Covered Person in defending a civil or criminal action, suit, investigation or proceeding in advance of the final disposition of such action, suit, investigation or proceeding, upon receipt of an undertaking by the Covered Person to repay such payment if there shall be a Final Adjudication that it is not entitled to indemnification as provided herein. In any suit brought by the Covered Person to enforce a right to indemnification hereunder it shall be a defense that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 , and in any suit in the name of the Partnership to recover expenses advanced pursuant to the terms of an undertaking the Partnership shall be entitled to recover such expenses upon Final Adjudication that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 . In any such suit brought to enforce a right to indemnification or to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to an advancement of expenses, shall be on the Partnership (or any Limited Partner acting derivatively or otherwise on behalf of the Partnership or the Limited Partners). The General Partner may not satisfy any right of indemnity or reimbursement granted in this Section 10.02 or to which it may be otherwise entitled except out of the assets of the Partnership (including, without limitation, insurance proceeds and rights pursuant to indemnification agreements), and no Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. The General Partner may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 and obtain appropriate insurance coverage on behalf and at the expense of the Partnership to secure the Partnership’s indemnification obligations hereunder and may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 . Each Covered Person shall be deemed a third party beneficiary (to the extent not a direct party hereto) to this Agreement and, in particular, the provisions of this Section 10.02 .
(c)      To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or the Partners, the Covered Person shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement. Subject to the Act, the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of each such Covered Person.
Article XI     

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS
Section 11.01.      Designation . The Series A Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series A Preferred Mirror Unit shall be identical in all respects to every other Series A Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series A Holder in its capacity as such with respect to Series A Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series A Holders, “Percentage Interest” shall mean, with respect to any holder of Series A Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series A Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series A Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series A Holders or holders of other Parity Units, issue additional Series A Preferred Mirror Units.
Section 11.02.      Distributions .
(a)      The Series A Holders shall be entitled to receive with respect to each Series A Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series A Distribution Rate (subject to Section 11.05 of this Agreement) of the Series A Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series A Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the Partnership’s register at the close of business, New York City time, on a Series A Record Date, provided that if the Series A Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the Partnership’s register at the close of business, New York City time, on the Business Day immediately preceding such Series A Record Date.
(b)      So long as any Series A Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series A Mirror Interests or (ii) the Series A Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series A Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units.
(c)      The General Partner may, in its sole discretion, choose to pay distributions on the Series A Preferred Mirror Units without the payment of any distributions on any Junior Units.
(d)      When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series A Preferred Mirror Units or any Parity Units, all distributions declared upon the Series A Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series A Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.
(e)      No distributions may be declared or paid or set apart for payment on any Series A Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units, subject to any applicable terms of such outstanding Units.
(f)      Series A Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.
(g)      The Partnership and the Series A Holders intend that no portion of the distributions paid to the Series A Holders pursuant to this Section 11.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series A Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.
Section 11.03.      Rank . The Series A Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:
(a)      junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series A Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;
(b)      equally to any Parity Units; and
(c)      senior to any Junior Units.
Section 11.04.      Redemption .
(a)      Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series A Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.
(b)      If the Issuer redeems its Series A Preferred Shares pursuant to a Change of Control Event or a Series A Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series A Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series A Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series A Holders thereof shall cease other than the right to receive the redemption price, without interest.
(c)      Without limiting clause (b) of this Section 11.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series A Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series A Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series A Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series A Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series A Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series A Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series A Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series A Preferred Mirror Units without interest.
(d)      The Series A Holders shall have no right to require redemption of any Series A Preferred Mirror Units.
Section 11.05.      Series A Distribution Rate . If the distribution rate per annum on the Series A Preferred Shares issued by the Issuer shall increase pursuant to Section 13.5 of the Issuer LLC Agreement, then the Series A Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIII of the Issuer LLC Agreement.
Section 11.06.      Allocations . Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series A Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series A Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series A Holders pursuant to this Section 11.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series A Holders pursuant to the prior sentence and to the Series B Holders pursuant to Section 12.06 , Gross Ordinary Income shall be allocated to the Series A Holders and Series B Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series A Preferred Shares and Series B Preferred Shares respectively in such Fiscal Year.
Section 11.07.      Voting . Notwithstanding any provision in this Agreement or the Act to the contrary, the Series A Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Partnership action or inaction.
Section 11.08.      Liquidation Rights .
(a)      Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Section 9.03 , the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 11.08(a) .
(b)      Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.
(c)      If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 11.08 .
(d)      Nothing in this Section 11.08 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.
(e)      For the purposes of this Section 11.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series A Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series A Dissolution Exception ”).
(f)      In the event that any member of the Apollo Operating Group liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series A Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series A Dissolution Exception or (ii) an event where the Issuer’s Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.
Section 11.09.      No Duties to Series A Holders . Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series A Holders.
Section 11.10.      Coordination Among Apollo Operating Group . To facilitate compliance with the limitations set forth in Section 11.02(b) and Section 11.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.
Section 11.11.      Amendments and Waivers . Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XI may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.
Section 11.12.      Expenses . It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series A Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series A Preferred Shares by the Issuer (the “ Series A Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series A Preferred Shares to APO LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC), LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series A Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series A Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.
Article XII     

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS
Section 12.01.      Designation . The Series B Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series B Preferred Mirror Unit shall be identical in all respects to every other Series B Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series B Holder in its capacity as such with respect to Series B Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series B Holders, “Percentage Interest” shall mean, with respect to any holder of Series B Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series B Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series B Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series B Holders or holders of other Parity Units, issue additional Series B Preferred Mirror Units.
Section 12.02.      Distributions .
(a)      The Series B Holders shall be entitled to receive with respect to each Series B Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series B Distribution Rate (subject to Section 12.05 of this Agreement) of the Series B Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series B Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the Partnership’s register at the close of business, New York City time, on a Series B Record Date, provided that if the Series B Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the Partnership’s register at the close of business, New York City time, on the Business Day immediately preceding such Series B Record Date.
(b)      So long as any Series B Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series B Mirror Interests or (ii) the Series B Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan (or any successor or similar plan) in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series B Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units or with proceeds from the substantially concurrent sale of Junior Units.
(c)      The General Partner may, in its sole discretion, choose to pay distributions on the Series B Preferred Mirror Units without the payment of any distributions on any Junior Units.
(d)      When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series B Preferred Mirror Units or any Parity Units, all distributions declared upon the Series B Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series B Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.
(e)      No distributions may be declared or paid or set apart for payment on any Series B Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units, subject to any applicable terms of such outstanding Units.
(f)      Series B Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.
(g)      The Partnership and the Series B Holders intend that no portion of the distributions paid to the Series B Holders pursuant to this Section 12.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series B Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.
Section 12.03.      Rank . The Series B Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:
(a)      junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;
(b)      equally to any Parity Units; and
(c)      senior to any Junior Units.
Section 12.04.      Redemption .
(a)      Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series B Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.
(b)      If the Issuer redeems its Series B Preferred Shares pursuant to a Change of Control Event or a Series B Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. If the Issuer redeems its Series B Preferred Shares pursuant to a Rating Agency Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.50 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series B Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series B Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series B Holders thereof shall cease other than the right to receive the redemption price, without interest.
(c)      Without limiting clause (b) of this Section 12.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series B Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series B Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series B Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series B Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series B Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series B Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series B Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series B Preferred Mirror Units without interest.
(d)      The Series B Holders shall have no right to require redemption of any Series B Preferred Mirror Units.
Section 12.05.      Series B Distribution Rate . If the distribution rate per annum on the Series B Preferred Shares issued by the Issuer shall increase pursuant to Section 14.5 of the Issuer LLC Agreement, then the Series B Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIV of the Issuer LLC Agreement.
Section 12.06.      Allocations . Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series B Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series B Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series B Holders pursuant to this Section 12.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series B Holders pursuant to the prior sentence and to the Series A Holders pursuant to Section 11.06 , Gross Ordinary Income shall be allocated to the Series B Holders and Series A Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series B Preferred Shares and Series A Preferred Shares respectively in such Fiscal Year.
Section 12.07.      Voting . Notwithstanding any provision in this Agreement or the Act to the contrary, the Series B Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series B Holders shall not be required for the taking of any Partnership action or inaction.
Section 12.08.      Liquidation Rights .
(a)      Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series B Preferred Mirror Units in accordance with Section 9.03 , the Series B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series B Holder is entitled pursuant to this Section 12.08(a) .
(b)      Upon a Dissolution Event, after each Series B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs), such Series B Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.
(c)      If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series B Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 12.08 .
(d)      Nothing in this Section 12.08 shall be understood to entitle the Series B Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.
(e)      For the purposes of this Section 12.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series B Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series B Dissolution Exception ”).
(f)      In the event that any member of the Apollo Operating Group liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series B Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series B Dissolution Exception or (ii) an event where the Issuer’s Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.
Section 12.09.      No Duties to Series B Holders . Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series B Holders.
Section 12.10.      Coordination Among Apollo Operating Group . To facilitate compliance with the limitations set forth in Section 12.02(b) and Section 12.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.
Section 12.11.      Amendments and Waivers . Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XII may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.
Section 12.12.      Expenses . It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series B Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series B Preferred Shares by the Issuer (the “ Series B Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series B Preferred Shares to APO LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC), LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series B Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series B Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.
Article XIII     

MISCELLANEOUS
Section 13.01.      Severability . If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Section 13.02.      Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13.02 ):
(a)      If to the Partnership, to:
Apollo Principal Holdings III, L.P.
c/o Apollo Principal Holdings III GP, Ltd.
9 West 57 th St., 43 rd Floor
New York, NY 10019
(b)      If to any Limited Partner, to:
Apollo Principal Holdings III, L.P.
c/o Apollo Principal Holdings III GP, Ltd.
9 West 57 th St., 43 rd Floor
New York, NY 10019
(c)      If to the General Partner, to:
Apollo Principal Holdings III GP, Ltd.
9 West 57 th St., 43 rd Floor
New York, NY 10019
Section 13.03.      Cumulative Remedies . The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by Law.
Section 13.04.      Binding Effect . This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.
Section 13.05.      Interpretation . Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding provisions of this Agreement.
Section 13.06.      Counterparts . This Agreement may be executed and delivered (including by facsimile transmission or other electronic means) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 13.06 .
Section 13.07.      Further Assurances . Each Limited Partner shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement.
Section 13.08.      Entire Agreement .
(a)      This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.
(b)      For the avoidance of doubt, each of the Limited Partners that serve as a senior managing director of any of the Apollo Operating Group entities or their Subsidiaries may from time to time enter into agreements with the Partnership in respect of the terms of such service.
Section 13.09.      Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands. To the fullest extent permitted by applicable law, the General Partner and each Limited Partner hereby agree that any claim, action or proceeding by any Limited Partner seeking any relief whatsoever based on, arising out of or in connection with, this Agreement or the Partnership’s business or affairs shall be brought only in the courts of the Cayman Islands. EACH PARTNER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY .
Section 13.10.      Expenses . Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.
Section 13.11.      Amendments and Waivers .
(a)      This Agreement (including the Annexes hereto) may be amended, supplemented, waived or modified by the written consent of the General Partner, subject to Article XI and Article XII ; provided that any amendment that would have a material adverse effect on the rights or preferences of any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Percentage Interests of the Class affected; provided further , that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment, supplement, waiver or modification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in United States federal income tax regulations, legislation or interpretation; and (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates on which distributions are to be made by the Partnership.
(b)      No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.
(c)      The General Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(1) (or any similar provision) under which the fair market value of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership and each of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while the election remains effective, and (iii) any other related amendments.
(d)      Except as may be otherwise required by law in connection with the winding-up, liquidation or dissolution of the Partnership, each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Partnership’s property.
(e)      Upon obtaining such approvals required by this Agreement and without further action or execution by any other Person, including any Limited Partner, (i) any amendment to this Agreement may be implemented and reflected in a writing executed solely by the General Partner, and (ii) the Limited Partners shall be deemed a party to and bound by such amendment of this Agreement.
Section 13.12.      No Third Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.02 ).
Section 13.13.      Headings . The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.
Section 13.14.      Construction . Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extent permitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should be interpreted most strongly against the party who drafted such language.
Section 13.15.      Power of Attorney . Each Limited Partner, by its execution hereof, hereby irrevocably makes, constitutes and appoints the General Partner as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) the original certificate of registration of the Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (c) all certificates and other instruments (including consents and ratifications which the Limited Partners have agreed to provide upon a matter receiving the agreed support of Limited Partners) deemed advisable by the General Partner to carry out the provisions of this Agreement (including the provisions of Section 8.04 ) and Law or to permit the Partnership to become or to continue as an exempted limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business; (d) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the admission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of this Agreement; (e) all conveyances and other instruments or papers deemed advisable by the General Partner to effect the liquidation and termination of the Partnership; and (f) all fictitious or assumed name certificates required or permitted (in light of the Partnership’s activities) to be filed on behalf of the Partnership.
Section 13.16.      Letter Agreements; Schedules . Notwithstanding the provisions of this Agreement, including Section 13.11 , it is hereby acknowledged and agreed that the General Partner on its own behalf or on behalf of the Partnership without the approval of any Limited Partner or any other Person may enter into a side letter or similar agreement to or with a Limited Partner which has the effect of establishing rights under, or altering or supplementing the terms of, this Agreement. The parties hereto agree that any terms contained in a side letter or similar agreement to or with a Limited Partner shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement. The General Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.
Section 13.17.      Partnership Status . The parties intend to treat the Partnership as a partnership for United States federal income tax purposes. The General Partner shall file a Form 8832 with the Internal Revenue Service electing for the Partnership to be classified as a partnership for United States federal income tax purposes.
[Signature Page Follows]
IN WITNESS WHEREOF , the parties hereto have executed this Agreement as a deed of the date first written above.
General Partner:
APOLLO PRINCIPAL HOLDINGS III GP, LTD.
By:_ _/s/   John J. Suydam______________
Name: John J. Suydam
Title: Vice President

Witness:_ /s/   Heather N. Brocksmith _____
           

Limited Partners:
APO ASSET CO., LLC
By:   _/s/   John J. Suydam______________
Name: John J. Suydam
      Title: Vice President

Witness:_ _ /s/   Heather N. Brocksmith ____
              
 
AP PROFESSIONAL HOLDINGS, L.P.
By: BRH Holdings GP, Ltd.,
       its general partner

By:_   _/s/   John J. Suydam______________
Name: John J. Suydam
      Title: Vice President



Witness: _ /s/   Heather N. Brocksmith _____
              


Annex A

Apollo Principal Holdings I, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings II, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings III, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings IV, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings V, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VI, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VII, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VIII, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings IX, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings X, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings XI, LLC and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings XII, L.P. and each of its affiliated carry and co-invest vehicles;
AMH Holdings (Cayman), L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Management Holdings, L.P. and each of its affiliated carry and co-invest vehicles


    
EAST 8265230     1
Exhibit 10.5

EXECUTION VERSION

FIFTH AMENDED AND RESTATED
EXEMPTED LIMITED PARTNERSHIP AGREEMENT
OF
APOLLO PRINCIPAL HOLDINGS IV, L.P.
Dated March 19, 2018
THE PARTNERSHIP UNITS OF APOLLO PRINCIPAL HOLDINGS IV, L.P. HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.



TABLE OF CONTENTS
Page
Article I DEFINITIONS 2
Definitions
2
Article II FORMATION, TERM, PURPOSE AND POWERS 12
Formation
12
Name
13
Term
13
Offices
13
Agent for Service of Process
13
Business Purpose
13
Powers of the General Partner
13
Partners; Admission of New Partners
13
Withdrawal
13
Article III MANAGEMENT 14
General Partner
14
Compensation
14
Expenses
14
Authority of Partners
14
Action by Written Consent or Ratification
15
Article IV DISTRIBUTIONS 15
Distributions
15
Liquidation Distribution
16
Limitations on Distribution
16
Distributions on Series A Preferred Mirror Units
16
Distributions on Series B Preferred Mirror Units
17
Article V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS 17
Initial Capital Contributions
17
No Additional Capital Contributions
17
Capital Accounts
17
Allocations of Profits and Losses
17
Special Allocations
18
Tax Allocations
19
Tax Advances
19
Tax Matters
20
Other Allocation Provisions
20
Article VI BOOKS AND RECORDS; REPORTS 21
Books and Records
21
Article VII PARTNERSHIP UNITS 21
Units
21
Register
22
Registered Partners
22
Article VIII FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS 22
Limited Partner Transfers
22
Encumbrances
23
Further Restrictions
23
Rights of Assignees
23
Admissions, Withdrawals and Removals
24
Admission of Assignees as Substitute Limited Partners
24
Withdrawal and Removal of Limited Partners
25
Article IX DISSOLUTION, LIQUIDATION AND TERMINATION 25
No Dissolution
25
Events Causing Winding Up
25
Distribution upon Winding Up
25
Time for Liquidation
26
Termination
26
Claims of the Partners
26
Survival of Certain Provisions
26
Article X LIABILITY AND INDEMNIFICATION 26
Liability of Partners
26
Indemnification
27
Article XI TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS 29
Designation
29
Distributions
29
Rank
30
Redemption
31
Series A Distribution Rate
32
Allocations
32
Voting
32
Liquidation Rights
32
No Duties to Series A Holders
33
Coordination Among Apollo Operating Group
34
Amendments and Waivers
34
Expenses
34
Article XII TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS 34
Designation
34
Distributions
35
Rank
36
Redemption
36
Series B Distribution Rate
37
Allocations
37
Voting
38
Liquidation Rights
38
No Duties to Series B Holders
39
Coordination Among Apollo Operating Group
39
Amendments and Waivers
39
Expenses
39
Article XIII MISCELLANEOUS 40
Severability
40
Notices
40
Cumulative Remedies
41
Binding Effect
41
Interpretation
41
Counterparts
41
Further Assurances
41
Entire Agreement
41
Governing Law
41
Expenses
42
Amendments and Waivers
42
No Third Party Beneficiaries
43
Headings
43
Construction
43
Power of Attorney
43
Letter Agreements; Schedules
44
Partnership Status
44

FIFTH AMENDED AND RESTATED
EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF
APOLLO PRINCIPAL HOLDINGS IV, L.P.
This FIFTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT of Apollo Principal Holdings IV, L.P. (the “ Partnership ”) is made on the 19th day of March, 2018, by and among Apollo Principal Holdings IV GP, Ltd., an exempted company formed under the laws of the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.
WHEREAS, the Partnership was formed as an exempted limited partnership pursuant to the Act on the execution of the initial Limited Partnership Agreement of the Partnership on April 30, 2007 (the “ Original Agreement ”) by Apollo Principal Holdings IV GP, Ltd., as general partner, and Sheryl Dean, as limited partner (the “ Initial Limited Partner ”);
WHEREAS, the Partnership was registered as an exempted limited partnership under the laws of the Cayman Islands as evidenced by the certificate of registration (the “ Certificate ”) dated April 30, 2007;
WHEREAS, on July 13, 2007, the Original Agreement was amended and restated (the “ First Amended Agreement ”) to permit the admission of additional limited partners (the “ Original Limited Partners ”) to the Partnership and the withdrawal of the Initial Limited Partner;
WHEREAS, on July 13, 2007, pursuant to the transactions effected by a Contribution, Purchase and Sale Agreement and the Roll-up Agreements, the Original Limited Partners transferred their limited partner interests to the current Limited Partners and the current Limited Partners were admitted to the Partnership (the “ Restructuring ”);
WHEREAS, on September 30, 2008, the First Amended Agreement was amended and restated (the “ Second Amended Agreement ”) to reflect the withdrawal of the Original Limited Partners and the admission of the current Limited Partners pursuant to the Restructuring;
WHEREAS, on April 14, 2010, the Second Amended Agreement was further amended and restated (the “ Third Amended Agreement ”);
WHEREAS, on March 7, 2017, the Third Amended Agreement was further amended and restated (the “ Fourth Amended Agreement ”) for the purpose of designating the Series A Preferred Mirror Units;
WHEREAS, Section 7.01 of the Fourth Amended Agreement provides that the General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other classes, and one or more series of any such class, of units into which the interests of the Partnership may be classified or divided, with such designations, preferences, rights, powers and duties (which may be senior to then-existing classes of interests in the Partnership) as shall be determined by the General Partner;
WHEREAS, Section 12.11 of the Fourth Amended Agreement provides that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect, among other things, any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; and
WHEREAS, pursuant to the aforementioned sections of the Fourth Amended Agreement, the General Partner desires to establish a new class of interest in the Partnership to be named Series B Preferred Mirror Units, with such designations, preferences, rights, powers and duties as are set forth herein, and, in connection therewith, desires to further amend and restate the Fourth Amended Agreement as set forth herein (as so further amended and restated, this “ Agreement ”).
NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree as follows:
Article I

DEFINITIONS
Section 1.01.      Definitions . Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):
“ Act ” means the Exempted Limited Partnership Law (as amended) of the Cayman Islands.
“ Additional Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Adjusted Capital Account Balance ” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(c)(4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), and any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
“ Affiliate ” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.
“ Agreement ” has the meaning set forth in the recitals.
“ Amended Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ AOG Series A Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series A Preferred Mirror Units.
“ AOG Series B Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series B Preferred Mirror Units.
“ AP Professional ” means AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership.
“ APO Corp. ” means APO Corp., a Delaware corporation.
“ APO LLC ” means APO Asset Co., LLC, a Delaware limited liability company.
“ Apollo Operating Group ” means each of the Partnership, Apollo Principal Holdings I, L.P., a Delaware limited partnership, Apollo Principal Holdings II, L.P., a Delaware limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Delaware limited partnership, Apollo Principal Holdings VI, L.P., a Delaware limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, Apollo Management Holdings, L.P., a Delaware limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, and any successors thereto or other entities formed to serve as holding vehicles for the Issuer’s carry vehicles, management companies or other entities formed to engage in the asset management business (including alternative asset management), as set forth on Annex A , as amended from time to time.
“ Assignee ” has the meaning set forth in Section 8.04 .
“ Assumed Tax Rate ” means the highest effective marginal combined United States federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductibility of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for United States federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.
“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.
“ Capital Account ” means the separate capital account maintained for each Partner in accordance with Section 5.03 .
“ Capital Contribution ” means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), net of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to the Partnership pursuant to Article V.
“ Carrying Value ” means, with respect to any Partnership asset, the asset’s adjusted basis for United States federal income tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of (a) the date of the acquisition of any additional Partnership interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership interest is relinquished to the Partnership; (d) any other date specified in the Treasury Regulations or (e) any other date specified by the General Partner; provided , however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for United States federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.
“ Certificate ” has the meaning set forth in the recitals.
“ Change of Control Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Class ” means the classes of Units into which the interests in the Partnership may be classified or divided from time to time pursuant to the provisions of this Agreement.
“ Class A Shares ” means the Class A Common Shares of the Issuer representing Class A limited liability company interests of the Issuer.
“ Class A Units ” means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.
“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time.
“ Common Units ” means the Class A Units.
“ Contingencies ” has the meaning set forth in Section 9.03(a) .
“ Contribution, Purchase and Sale Agreement ” means the Contribution, Purchase and Sale Agreement, dated as of July 13, 2007, by and among the Partnership, Apollo Principal Holdings I, L.P., a Delaware limited partnership, Apollo Principal Holdings II, L.P., a Delaware limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership and Apollo Management Holdings, L.P., a Delaware limited partnership, and certain other signatories party thereto.
“ Control ” (including the terms “ Controlled by ” and “ under common Control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.
“ Covered Person ” and “ Covered Persons ” have the meanings set forth in Section 10.02(a).
“ Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Creditable Foreign Tax ” means a non-United States tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A non-United States tax is a Creditable Foreign Tax for these purposes without regard to whether a partner receiving an allocation of such non-United States tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “Creditable Foreign Tax” in Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.
“ Disabling Event ” means the General Partner ceasing to be the general partner of the Partnership for any of the reasons set out under the Act.
“ Dissolution Event ” has the meaning set forth in Section 9.02 .
“ Distributable Cash ” means cash received by the Partnership from dividends and distributions or other income, other than cash reserves to account for reasonably anticipated expenses and other liabilities, including, without limitation, tax liabilities, as the General Partner may determine to be appropriate.
“ Distribution Payment Date ” means March 15, June 15, September 15 and December 15 of each year, commencing (a) with respect to the Series A Preferred Mirror Units, on June 15, 2017 and (b) with respect to the Series B Preferred Mirror Units, on June 15, 2018.
“ Distribution Period ” means the period from and including a Distribution Payment Date to, but excluding, the next Distribution Payment Date, except that (a) the initial Distribution Period with respect to the Series A Preferred Mirror Units commenced on and included March 7, 2017 and (b) the initial Distribution Period with respect to the Series B Preferred Mirror Units commences on and includes March 19, 2018.
“ Encumbrance ” means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever.
“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended.
“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“ Exchange Agreement ” means the Fifth Amended and Restated Exchange Agreement dated as of April 28, 2017 among the Issuer, the Apollo Operating Group, and the limited partners of the Apollo Operating Group entities from time to time, as amended from time to time.
“ Exchange Transaction ” means an exchange of Class A Units for Class A Shares pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Class A Units to the Issuer, the Partnership or any of their Subsidiaries for other consideration.
“ Final Adjudication ” has the meaning set forth in Section 10.02(a) .
“ Final Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ First Amended Agreement ” has the meaning set forth in the recitals.
“ Fiscal Year ” means (i) the period commencing upon the formation of the Partnership and ending on December 31, 2007 or (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31.
“ Fourth Amended Agreement ” has the meaning set forth in the recitals.
“ Fund ” means any pooled investment vehicle or similar entity sponsored or managed, directly or indirectly, by the Issuer or any of its Subsidiaries.
“ General Partner ” means Apollo Principal Holdings IV GP, Ltd., an exempted company formed under the laws of the Cayman Islands or any successor general partner admitted to the Partnership in accordance with the terms of this Agreement, each in its capacity as general partner of the Partnership.
“ Gross Ordinary Income ” means the Partnership’s gross income excluding any gross income attributable to the sale or exchange of “capital assets” as defined in Section 1221 of the Code. Allocations to Series A Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series A Preferred Mirror Units. Allocations to Series B Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series B Preferred Mirror Units.
“ Initial Limited Partner ” has the meaning set forth in the recitals.
“ Issuer ” means Apollo Global Management, LLC, a limited liability company formed under the laws of the State of Delaware, or any successor thereto.
“ Issuer LLC Agreement ” means the Third Amended and Restated Limited Liability Company Agreement of the Issuer dated as of the date hereof.
“ Junior Units ” means Common Units and any other equity securities that the Partnership may issue in the future ranking, as to the payment of distributions, junior to the Series A Preferred Mirror Units and the Series B Preferred Mirror Units.
“ Law ” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Partnership or any Partner, as the case may be.
“ Limited Partner ” means each of the Persons from time to time listed as a limited partner in the books and records of the Partnership, each in their capacity as a limited partner of the Partnership.
“ Liquidation Agent ” has the meaning set forth in Section 9.03 .
“ Liquidation Preference ” means, in respect of any Preferred Units, the “Liquidation Preference” per Preferred Unit specified for such Preferred Units.
“ Net Taxable Income ” has the meaning set forth in Section 4.01(b)(i) .
“ Nonrecourse Deductions ” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a Fiscal Year equals the net increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that Fiscal Year, determined according to the provisions of Treasury Regulations Section 1.704-2(c).
“ Original Agreement ” has the meaning set forth in the recitals.
“ Original Limited Partners ” has the meaning set forth in the recitals.
“ Parity Units ” means any Partnership securities, including Preferred Units, that the Partnership has authorized or issued or may authorize or issue, the terms of which provide that such securities shall rank equally with the Series A Preferred Mirror Units and the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event. For purposes of this definition, the Series A Preferred Mirror Units shall be treated as Parity Units with respect to the Series B Preferred Mirror Units and the Series B Preferred Mirror Units shall be treated as Parity Units with respect to the Series A Preferred Mirror Units.
“ Partner Nonrecourse Debt Minimum Gain ” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3).
“ Partner Nonrecourse Deductions ” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2).
“ Partners ” means, at any time, each person listed as a partner (including the General Partner) on the books and records of the Partnership, in each case for so long as he, she or it remains a partner of the Partnership as provided hereunder.
“ Partnership ” has the meaning set forth in the recitals.
“ Partnership Minimum Gain ” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).
“ Partnership Representative ” means the “partnership representative” as defined in Section 6223 of the Code after amendment by P.L. 114-74.
“ Percentage Interest ” means, with respect to any Partner and subject to Section 11.01 and Section 12.01 , the quotient obtained by dividing the number of Units then owned by such Partner by the number of Units then owned by all Partners.
“ Permitted Jurisdiction ” means the United States or any state thereof, Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Gibraltar, Ireland, Italy, Luxembourg, the Netherlands, Switzerland, the United Kingdom or British Crown Dependencies, any other member country of the Organization for Economic Co-operation and Development, or any political subdivision of any of the foregoing.
“ Permitted Reorganization ” means the (i) voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership into another exempted limited partnership pursuant to provisions of this Agreement that allow the Partnership to convert, merge or convey its assets to another entity with or without General Partner approval, (ii) for purposes of Section 11.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series A Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series A Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval or (iii) for purposes of Section 12.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series B Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series B Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval.
“ Permitted Transfer ” means the sale, conveyance, exchange or transfer, for cash, shares of capital stock, securities or other consideration, of all or substantially all of the Partnership’s property or assets or the consolidation, merger or amalgamation of the Partnership with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into the Partnership.
“ Person ” means any individual, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.
“ Portfolio Company ” means any Person in which any Fund owns or has made, directly or indirectly, an investment.
“ Preferred Units ” means (i) the Series A Preferred Mirror Units, (ii) the Series B Preferred Mirror Units and (iii) any other Class of Units that entitles the Record Holders thereof to a preference or priority over the Record Holders of any other Class of Units in the right to share profits or losses or items thereof, the right to share in Partnership distributions or rights upon dissolution or liquidation of the Partnership.
“ Profits ” and “ Losses ” means, for each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for United States federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from United States federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the United States federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis; provided that if the United States federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses; and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.
“ Rating Agency Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Record Date ” means a date established by the General Partner in its sole discretion for determining the identity of Record Holders entitled to receive a distribution.
“ Record Holder ” or “ holder ” means, with respect to any Units, the Person in whose name such Units are registered on the books of the Partnership as of the opening of business on a particular Business Day.
“ Restructuring ” has the meaning set forth in the recitals.
“ Roll-up Agreements ” mean collectively, each Roll-up Agreement, by and among BRH Holdings, L.P., a Cayman Islands exempted limited partnership, AP Professional, the Issuer, APO LLC, APO Corp., and an employee of the Issuer or one of its Subsidiaries, dated as of July 13, 2007, each as amended, restated, supplemented or otherwise modified from time to time.
“ SEC ” means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.
“ Second Amended Agreement ” has the meaning set forth in the recitals.
“ Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“ Series A Dissolution Exception ” has the meaning set forth in Section 11.08(e) .
“ Series A Distribution Rate ” means 6.375%.
“ Series A Holder ” means a holder of Series A Preferred Mirror Units.
“ Series A Liquidation Preference ” means $25.00 per Series A Preferred Mirror Unit. The Series A Liquidation Preference shall be the “ Liquidation Preference ” with respect to the Series A Preferred Mirror Units.
“ Series A Offering Expenses ” has the meaning set forth in Section 11.12 .
“ Series A Preferred Mirror Unit ” means a 6.375% Series A Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XI .
“ Series A Preferred Shares ” means the 6.375% Series A Preferred Shares of the Issuer.
“ Series A Record Date ” means, with respect to any Distribution Payment Date, the March 1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series A Record Dates shall apply regardless of whether a particular Series A Record Date is a Business Day. The Series A Record Dates shall constitute Record Dates with respect to the Series A Preferred Mirror Units for the purpose of distributions on the Series A Preferred Mirror Units.
“ Series A Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Series B Dissolution Exception ” has the meaning set forth in Section 12.08(e) .
“ Series B Distribution Rate ” means 6.375%.
“ Series B Holder ” means a holder of Series B Preferred Mirror Units.
“ Series B Liquidation Preference ” means $25.00 per Series B Preferred Mirror Unit. The Series B Liquidation Preference shall be the “Liquidation Preference” with respect to the Series B Preferred Mirror Units.
“ Series B Offering Expenses ” has the meaning set forth in Section 12.12 .
“ Series B Preferred Mirror Unit ” means a 6.375% Series B Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XII .
“ Series B Preferred Shares ” means the 6.375% Series B Preferred Shares of the Issuer.
“ Series B Record Date ” means, with respect to any Distribution Payment Date, the March 1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series B Record Dates shall apply regardless of whether a particular Series B Record Date is a Business Day. The Series B Record Dates shall constitute Record Dates with respect to the Series B Preferred Mirror Units for the purpose of distributions on the Series B Preferred Mirror Units.
“ Series B Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Similar Law ” means any law or regulation that could cause the underlying assets of the Partnership to be treated as assets of the Limited Partner by virtue of its limited partner interest in the Partnership and thereby subject the Partnership and the General Partner (or other persons responsible for the investment and operation of the Partnership’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.
“ Subsidiary ” means, with respect to any Person, as of any date of determination, any other Person as to which such Person owns, directly or indirectly, or otherwise controls, more than 50% of the voting shares or other similar interests or the sole general partner interest or managing member or similar interest of such Person. The term “Subsidiary” does not include at any time any Funds or Portfolio Companies.
“ Substantially All Merger ” means a merger or consolidation of one or more members of the Apollo Operating Group with or into another Person that would, in one or a series of related transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the combined assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.
“ Substantially All Sale ” means a sale, assignment, transfer, lease or conveyance, in one or a series of related transactions, directly or indirectly, of all or substantially all of the assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.
“ Tax Advances ” has the meaning set forth in Section 5.07 .
“ Tax Amount ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Distributions ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Matters Partner ” has the meaning set forth in Section 5.08 .
“ Third Amended Agreement ” has the meaning set forth in the recitals.
“ Transfer ” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law, including, without limitation, the exchange of any Unit for any other security.
“ Treasury Regulations ” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).
“ Units ” means the Class A Units and any other Class of Units authorized in accordance with this Agreement, including the Series A Preferred Mirror Units and the Series B Preferred Mirror Units, which shall constitute interests in the Partnership as provided in this Agreement and under the Act; entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of this Agreement.
“ 2007 Omnibus Equity Incentive Plan ” means the Issuer’s 2007 Omnibus Equity Incentive Plan, as amended, restated, supplemented or otherwise modified from time to time.
Article II     

FORMATION, TERM, PURPOSE AND POWERS
Section 2.01.      Formation . The Partnership was formed as an exempted limited partnership under the provisions of the Act on April 30, 2007. The Partnership is hereby continued pursuant to the Act and this Agreement. If requested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of an exempted limited partnership under the laws of the Cayman Islands, (b) if the General Partner deems it advisable, the operation of the Partnership as an exempted limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.
Section 2.02.      Name . The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, Apollo Principal Holdings IV, L.P.
Section 2.03.      Term . The term of the Partnership commenced on the date of the issuance of the Certificate, and the term shall continue until the winding up and dissolution of the Partnership in accordance with Article IX. The existence of the Partnership shall continue until cancellation of the Certificate in the manner required by the Act.
Section 2.04.      Offices . The Partnership may have offices at such places as the General Partner from time to time may select.
Section 2.05.      Agent for Service of Process . The Partnership’s registered office and registered agent for service of process in the Cayman Islands shall be Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, KY1-9008, Cayman Islands or as otherwise determined by the General Partner from time to time.
Section 2.06.      Business Purpose . The Partnership shall have the power to engage in any lawful act or activity for which exempted limited partnerships may be formed under the Act and engage in any and all activities necessary or incidental thereto.
Section 2.07.      Powers of the General Partner . Subject to the limitations set forth in this Agreement, the General Partner will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06 .
Section 2.08.      Partners; Admission of New Partners . Each of the Partners of the Partnership hereby continues as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Act, except as is otherwise expressly provided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time to time as a new Partner in accordance with Section 8.05 and Section 8.06 ; provided , however, that each new Partner shall execute and deliver to the General Partner an appropriate supplement or counterpart or instrument of adherence to this Agreement pursuant to which the new Partner agrees to be bound by the terms and conditions of the Agreement, as it may be amended from time to time.
Section 2.09.      Withdrawal . No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Units owned by such Partner in accordance with Article VIII; provided , however, that a new General Partner or substitute General Partner may be admitted to the Partnership in accordance with Section 8.05 .
Article III     

MANAGEMENT
Section 3.01.      General Partner .
(a)      The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.
(b)      The Partners hereby agree that the Partnership, acting by the General Partner, shall be and hereby is authorized to (i) open bank accounts on behalf of the Partnership in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Partnership on deposit in such accounts, as may be deemed by the General Partner to be necessary, appropriate or otherwise in the best interests of the Partnership and, in connection therewith, execute any form of required resolution necessary to open any such bank accounts; (ii) prepare, execute and file with the appropriate authorities such federal, state or local applications, forms and papers on behalf of the Partnership as may be required by law or deemed by the General Partner to be necessary, appropriate or otherwise in the best interests of the Partnership, as applicable; and (iii) pay on behalf of the Partnership any and all fees and expenses incident to and necessary to perfect the organization of the Partnership. Notwithstanding any other provision of this Agreement, the Partnership, acting by the General Partner, is hereby authorized to enter into, and to perform its obligations under, the aforementioned agreements, deeds, receipts, certificates, filings and other documents, without any consent of any Limited Partner, but such authorization shall not be deemed a restriction on the power of the Partnership or the General Partner acting on behalf of the Partnership to enter into, and to perform its obligations under, other agreements on behalf of the Partnership. The Partners agree that the General Partner may execute the aforementioned agreements, deeds, receipts, certificates, filings and other documents on behalf of the Partnership that the General Partner deems appropriate and that any prior acts of the Partnership and the General Partner acting on behalf of the Partnership, consistent with the foregoing authorizations, are hereby ratified and confirmed.
Section 3.02.      Compensation . The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacity as General Partner.
Section 3.03.      Expenses . The Partnership shall bear and/or reimburse (i) the General Partner for any expenses incurred by the General Partner in connection with serving as the general partner of the Partnership, and (ii) Issuer and APO Corp., with respect to the Partnership’s allocable share of any expenses solely incurred by or attributable to the Issuer or APO Corp. but excluding obligations incurred under the Tax Receivable Agreement, dated as of July 13, 2007 among APO Corp. and the Apollo Operating Group entities party thereto, by the Issuer or APO Corp., income tax expenses of the Issuer or APO Corp. and indebtedness incurred by the Issuer or APO Corp.
Section 3.04.      Authority of Partners . No Limited Partner, in its capacity as such, shall participate in or have any control over the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. No Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.
Section 3.05.      Action by Written Consent or Ratification . Any action required or permitted to be taken by the Partners pursuant to this Agreement shall be taken if all Partners whose consent or ratification is required consent thereto or provide a consent or ratification in writing.
Article IV     

DISTRIBUTIONS
Section 4.01.      Distributions .
(a)      Subject to Section 4.04 , Article XI and Article XII , all distributions of Distributable Cash shall be made, at the discretion of the General Partner, to the Limited Partners pro rata in accordance with their respective Percentage Interests.
(b)      Tax Distributions .
(i)      Subject to Section 4.04 , Article XI and Article XII , in addition to the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year will give rise to taxable income for the Partners (“ Net Taxable Income ”), the General Partner shall cause the Partnership to distribute Distributable Cash in respect of income tax liabilities (the “ Tax Distributions ”) to the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities, provided that distributions pursuant to Section 4.02 and allocations pursuant to Section 5.04 related to such distributions shall not be taken into account for purposes of this Section 4.01(b) . The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance with Article V, multiplied by the Assumed Tax Rate (the “ Tax Amount ”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored. Any Tax Distributions shall be made to all Partners, whether or not they are subject to such applicable United States federal, state and local taxes, pro rata in accordance with their Percentage Interest.
(ii)      Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner: (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “ Amended Tax Amount ”), and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “ Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount for such Fiscal Year (the “ Final Tax Amount ”) and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (the “ Additional Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein.
(c)      2007 Distributions . The Partners acknowledge that all distributions of Distributable Cash made in 2007 were governed by Article IV of the Second Amended Agreement and the terms of such Article IV of the Second Amended Agreement, which are hereby incorporated by reference, shall govern with respect to all distributions made in 2007.
Section 4.02.      Liquidation Distribution . Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03 .
Section 4.03.      Limitations on Distribution . Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall not make a Partnership distribution to any Partner if such distribution would violate the Act or other applicable Law.
Section 4.04.      Distributions on Series A Preferred Mirror Units . No distributions shall be made with respect to the Series A Preferred Mirror Units except as permitted under Article XI . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series A Preferred Mirror Units.
Section 4.05.      Distributions on Series B Preferred Mirror Units . No distributions shall be made with respect to the Series B Preferred Mirror Units except as permitted under Article XII . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series B Preferred Mirror Units.
Article V     

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;
TAX ALLOCATIONS; TAX MATTERS
Section 5.01.      Initial Capital Contributions . The Partners have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Class A Units, Series A Preferred Mirror Units and/or Series B Preferred Mirror Units as specified in the books and records of the Partnership.
Section 5.02.      No Additional Capital Contributions . Except as otherwise provided in this Article V, no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional Capital Contributions to the Partnership without the consent of the General Partner.
Section 5.03.      Capital Accounts . A separate capital account (a “ Capital Account ”) shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s Capital Contributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05 ; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04 , any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 5.05 , and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest. The Capital Account balance of each holder of Series A Preferred Mirror Units with respect to each Series A Preferred Mirror Unit shall equal the Liquidation Preference per Series A Preferred Mirror Unit as of the date such Series A Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XI . The Capital Account balance of each holder of Series B Preferred Mirror Units with respect to each Series B Preferred Mirror Unit shall equal the Liquidation Preference per Series B Preferred Mirror Unit as of the date such Series B Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XII .
Section 5.04.      Allocations of Profits and Losses . Except as otherwise provided in this Agreement (including Section 11.06 and Section 12.06 ), Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in respect of any Common Units held by a Partner in a manner such that the Capital Account of each Partner holding Common Units after giving effect to the special allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.
Section 5.05.      Special Allocations . Notwithstanding any other provision in this Article V:
(a)      Minimum Gain Chargeback . If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners holding Common Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4).
(b)      Qualified Income Offset . If any Partner holding Common Units unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.
(c)      Gross Income Allocation . If any Partner holding Common Units has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.
(d)      Nonrecourse Deductions . Nonrecourse Deductions shall be allocated to the Partners in accordance with their respective Percentage Interests.
(e)      Partner Nonrecourse Deductions . Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j).
(f)      Creditable Foreign Taxes . Creditable Foreign Taxes for any taxable period attributable to the Partnership, or an entity owned directly or indirectly by the Partnership, shall be allocated to the Partners in proportion to the Partners’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Foreign Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 5.05(f) are intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.
(g)      Ameliorative Allocations . Any special allocations of income or gain pursuant to Section 5.05(b) or (c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g) , so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Section 5.05(b) or (c) had not occurred.
Section 5.06.      Tax Allocations . For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses, and specially allocated items, including items of Gross Ordinary Income allocated pursuant to Section 11.06 and Section 12.06 , are allocated for Capital Account purposes; provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for United States federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the difference between the Carrying Value and the adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make such allocations for tax purposes as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.
Section 5.07.      Tax Advances . To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to make tax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“ Tax Advances ”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of this Agreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or make a tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b) ) with respect to income attributable to or distributions or other payments to such Partner.
Section 5.08.      Tax Matters . The General Partner shall be the initial “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (prior to amendment by P.L. 114-74) (the “ Tax Matters Partner ”) and the Partnership Representative for purposes of Section 6223 of the Code (after amendment by P.L. 114-74). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, in consultation with the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Partner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep the other Partners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Partnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of United States Internal Revenue Service Schedule K-1, and any comparable statements required by applicable United States state or local income tax Law as a result of the Partnership’s activities or investments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners to prepare and file their own tax returns. The Partnership shall use any reasonable method or combination of methods in accordance with Section 706(d) of the Code for the purpose of allocating or specifically allocating items of income, gain, loss, deduction and expense of the Partnership for federal income tax purposes to account for the varying interests of the Partners for the Fiscal Year.
Section 5.09.      Other Allocation Provisions . Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1 (b) and shall be interpreted and applied in a manner consistent with such regulations. Section 5.03 , Section 5.04 and Section 5.05 may be amended at any time by the General Partner if the General Partner believes such amendment is advisable, so long as any such amendment does not materially change the relative economic interests of the Partners. Furthermore, the General Partner shall use its reasonable best efforts to cause its Subsidiaries to make adjustments to Capital Accounts to reflect an adjustment to the carrying value of such Subsidiaries’ assets consistent with the adjustments to Carrying Values of the Partnership’s assets hereunder.
Article VI     

BOOKS AND RECORDS; REPORTS
Section 6.01.      Books and Records .
(a)      At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separate books of account for the Partnership.
(b)      Except as limited by Section 6.01(c) , each Limited Partner shall have the right to receive, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense:
(i)      a copy of the Certificate and this Agreement and all amendments thereto, together with a copy of the executed copies of all powers of attorney (if applicable) pursuant to which the Certificate and this Agreement and all amendments thereto have been executed; and
(ii)      promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the three most recent years.
(c)      The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole discretion, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes is not in the best interests of the Partnership, could damage the Partnership or its business or that the Partnership is required by law or by agreement with any third party to keep confidential.
Article VII     

PARTNERSHIP UNITS
Section 7.01.      Units . Interests in the Partnership shall be represented by Units. As of the date of this Agreement, the Units are comprised of three Classes: Class A Units, Series A Preferred Mirror Units and Series B Preferred Mirror Units. The terms, rights, powers, preferences and duties of the Series A Preferred Mirror Units and the Series B Preferred Mirror Units are as set forth in Article XI and Article XII , respectively. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon the winding up, liquidation and dissolution of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units, the Series A Preferred Mirror Units, the Series B Preferred Mirror Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.
Section 7.02.      Register . The register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information with respect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of the Partnership.
Section 7.03.      Registered Partners . The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.
Article VIII     

FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS
Section 8.01.      Limited Partner Transfers .
(a)      No Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.
(b)      Subject to Section 8.03 , the General Partner may consider consenting to an exchange or Transfer of Common Units in an Exchange Transaction pursuant to the terms of the Exchange Agreement. In the case of a Transfer of Common Units in connection with an Exchange Transaction, the Percentage Interests of the Limited Partners shall be appropriately adjusted to provide for, as applicable, a decrease in the number of Common Units owned by the exchanging Limited Partner and an increase in the number of Common Units owned by APO Corp.
(c)      Subject to Section 8.04 , the General Partner may consider consenting to an exchange or Transfer of Units by a Limited Partner that is a party to a Roll-up Agreement pursuant to the terms and provisions thereof.
Section 8.02.      Encumbrances . No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units (or any beneficial interest therein) unless the General Partner consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion. Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Any purported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.
Section 8.03.      Further Restrictions . Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if:
(a)      such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;
(b)      such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws;
(c)      such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise;
(d)      to the extent requested by the General Partner, the Partnership does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion; or
(e)      such Transfer would create a substantial risk that the Partnership would be classified or otherwise treated other than as a partnership for United States federal income tax purposes.
Section 8.04.      Rights of Assignees . Subject to Section 8.05 and Section 8.06 , the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“ Assignee ”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.05 or Section 8.06 .
Section 8.05.      Admissions, Withdrawals and Removals .
(a)      No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent or ratification of APO Corp. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn). The outgoing General Partner shall execute such documents as must be filed with the Registrar of Exempted Limited Partnerships in the Cayman Islands to reflect a change in the General Partner.
(b)      No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.07 .
(c)      Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Section 8.06.      Admission of Assignees as Substitute Limited Partners . An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:
(a)      the General Partner consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in each case in the General Partner’s sole discretion;
(b)      if required by the General Partner, the General Partner receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Limited Partner) that are in a form satisfactory to the General Partner (as determined in its sole discretion);
(c)      if required by the General Partner, the General Partner receives an opinion of counsel satisfactory to the General Partner to the effect that such Transfer is in compliance with this Agreement and all applicable Law; and
(d)      if required by the General Partner, the parties to the Transfer, or any one of them, pays all of the Partnership’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Partnership).
Section 8.07.      Withdrawal and Removal of Limited Partners . If a Limited Partner ceases to hold any Units, then such Limited Partner shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.
Article IX     

DISSOLUTION, LIQUIDATION AND TERMINATION
Section 9.01.      No Dissolution . Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be wound up, liquidated, dissolved and terminated only pursuant to the provisions of this Article IX, and the Partners hereby irrevocably waive any and all other rights they may have to cause a winding up and/or dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.
Section 9.02.      Events Causing Winding Up . The Partnership shall be wound up upon the occurrence of any of the following events (each, a “ Dissolution Event ”):
(a)      an order of the Grand Court of the Cayman Islands pursuant to the Act;
(b)      any event which makes it unlawful for the business of the Partnership to be carried on by the Partners;
(c)      the written consent of the General Partner and APO Corp.;
(d)      any other event expressly set out in the Act not inconsistent with any provision hereof requiring the Partnership to be wound up and dissolved;
(e)      the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) APO Corp. consents to or ratifies the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 90 days following the occurrence of any such event.
Section 9.03.      Distribution upon Winding Up . Upon the commencement of the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “ Liquidation Agent” ), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof and otherwise in accordance with Section 15(1) of the Act (to the extent applicable) and this Agreement. The proceeds of any liquidation shall be applied and distributed in the following order:
(a)      First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“ Contingencies ”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03 ;
(b)      Second, to the holders of the Series A Preferred Mirror Units and the holders of the Series B Preferred Mirror Units, as provided in Article XI and Article XII , respectively; and
(c)      The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Percentage Interests.
Section 9.04.      Time for Liquidation . A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.
Section 9.05.      Termination . The Partnership shall terminate when all of the assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX, and the General Partner or the Liquidation Agent (as applicable) shall then file a notice of dissolution with the Registrar of Exempted Limited Partnerships in the Cayman Islands.
Section 9.06.      Claims of the Partners . The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return such Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negative balance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restore such negative balance during the existence of the Partnership, upon dissolution or termination of the Partnership or otherwise, except to the extent required by the Act.
Section 9.07.      Survival of Certain Provisions . Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.02 and Section 13.09 shall survive the termination of the Partnership.
Article X     

LIABILITY AND INDEMNIFICATION
Section 10.01.      Liability of Partners .
(a)      No Limited Partner shall be liable for any debt, obligation or liability of the Partnership or of any other Partner or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Partner of the Partnership, except to the extent required by the Act.
(b)      This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Limited Partners hereto or on their respective Affiliates. Further, the Limited Partners hereby waive any and all fiduciary duties that, absent such waiver, may exist at or be implied by Law or in equity, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Partnership are only as expressly set forth in this Agreement and those required by the Act.
(c)      Subject to the Act, to the extent that, at law or in equity, any Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the Partners acting under this Agreement will not be liable to the Partnership or to any such other Partner for their good faith reliance on the provisions of this Agreement. Subject to the Act, the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Partner otherwise existing at law or in equity, are agreed by the Partners to replace to that extent such other duties and liabilities of the Partners relating thereto.
(d)      The General Partner may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the General Partner on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will be full justification for any such act or omission, and the General Partner will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.
Section 10.02.      Indemnification .
(a)      The General Partner, the Tax Matters Partner, the Partnership Representative (including, without limitation, for this purpose each former and present director, officer, consultant, advisor, manager, member, employee and stockholder of the General Partner, the Tax Matters Partner or the Partnership Representative) and each Limited Partner (including any former Limited Partner), in his capacity, as such, and to the extent such Limited Partner participates, directly or indirectly, in the Partnership’s activities (each, a “ Covered Person ” and collectively, the “ Covered Persons ”) shall not be liable to the Partnership or, to the extent applicable, to any of the other Partners for any loss, claim, damage or liability occasioned by any acts or omissions in the performance of its services hereunder, unless it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “ Final Adjudication ”) that such loss, claim, damage or liability is due to an act or omission of a Covered Person (i) made in bad faith or with criminal intent or (ii) that adversely affected the Partnership and that failed to satisfy the duty of care owed pursuant to the Partnership or as otherwise required by law.
(b)      A Covered Person shall be indemnified to the fullest extent permitted by law by the Partnership against any losses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) incurred by or imposed upon him by reason of or in connection with any action taken or omitted by such Covered Person arising out of the Covered Person’s status as a Partner or its activities on behalf of the Partnership, including in connection with any action, suit, investigation or proceeding before any judicial, administrative, regulatory or legislative body or agency to which it may be made a party or otherwise involved or with which it shall be threatened by reason of being or having been the General Partner or by reason of serving or having served as a director, officer, consultant, advisor, manager, member, partner, employee or stockholder of any enterprise in which the Partnership or any of its Affiliates has or had a financial interest; provided that the Partnership may, but shall not be required to, indemnify a Covered Person with respect to any matter as to which there has been a Final Adjudication that its acts or its failure to act (i) were in bad faith or with criminal intent, or (ii) were of a nature that makes indemnification by the relevant Affiliate unavailable. The right to indemnification granted by this Section 10.02 shall be in addition to any rights to which a Covered Person may otherwise be entitled and shall inure to the benefit of the successors by operation of law or valid assigns of such Covered Person. The Partnership shall pay the expenses incurred by a Covered Person in defending a civil or criminal action, suit, investigation or proceeding in advance of the final disposition of such action, suit, investigation or proceeding, upon receipt of an undertaking by the Covered Person to repay such payment if there shall be a Final Adjudication that it is not entitled to indemnification as provided herein. In any suit brought by the Covered Person to enforce a right to indemnification hereunder it shall be a defense that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 , and in any suit in the name of the Partnership to recover expenses advanced pursuant to the terms of an undertaking the Partnership shall be entitled to recover such expenses upon Final Adjudication that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 . In any such suit brought to enforce a right to indemnification or to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to an advancement of expenses, shall be on the Partnership (or any Limited Partner acting derivatively or otherwise on behalf of the Partnership or the Limited Partners). The General Partner may not satisfy any right of indemnity or reimbursement granted in this Section 10.02 or to which it may be otherwise entitled except out of the assets of the Partnership (including, without limitation, insurance proceeds and rights pursuant to indemnification agreements), and no Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. The General Partner may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 and obtain appropriate insurance coverage on behalf and at the expense of the Partnership to secure the Partnership’s indemnification obligations hereunder and may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 . Each Covered Person shall be deemed a third party beneficiary (to the extent not a direct party hereto) to this Agreement and, in particular, the provisions of this Section 10.02 .
(c)      To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or the Partners, the Covered Person shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement. Subject to the Act, the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of each such Covered Person.
Article XI     

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS
Section 11.01.      Designation . The Series A Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series A Preferred Mirror Unit shall be identical in all respects to every other Series A Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series A Holder in its capacity as such with respect to Series A Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series A Holders, “Percentage Interest” shall mean, with respect to any holder of Series A Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series A Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series A Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series A Holders or holders of other Parity Units, issue additional Series A Preferred Mirror Units.
Section 11.02.      Distributions .
(a)      The Series A Holders shall be entitled to receive with respect to each Series A Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series A Distribution Rate (subject to Section 11.05 of this Agreement) of the Series A Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series A Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the Partnership ’ s register at the close of business, New York City time, on a Series A Record Date, provided that if the Series A Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the Partnership ’ s register at the close of business, New York City time, on the Business Day immediately preceding such Series A Record Date.
(b)      So long as any Series A Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series A Mirror Interests or (ii) the Series A Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series A Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units.
(c)      The General Partner may, in its sole discretion, choose to pay distributions on the Series A Preferred Mirror Units without the payment of any distributions on any Junior Units.
(d)      When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series A Preferred Mirror Units or any Parity Units, all distributions declared upon the Series A Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series A Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.
(e)      No distributions may be declared or paid or set apart for payment on any Series A Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units, subject to any applicable terms of such outstanding Units.
(f)      Series A Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.
(g)      The Partnership and the Series A Holders intend that no portion of the distributions paid to the Series A Holders pursuant to this Section 11.02 shall be treated as a “ guaranteed payment ” within the meaning of Section 707(c) of the Code, and the Partnership and Series A Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.
Section 11.03.      Rank . The Series A Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:
(a)      junior to all of the Partnership ’ s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series A Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;
(b)      equally to any Parity Units; and
(c)      senior to any Junior Units.
Section 11.04.      Redemption .
(a)      Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series A Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.
(b)      If the Issuer redeems its Series A Preferred Shares pursuant to a Change of Control Event or a Series A Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series A Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series A Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series A Holders thereof shall cease other than the right to receive the redemption price, without interest.
(c)      Without limiting clause (b) of this Section 11.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series A Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series A Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series A Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series A Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series A Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series A Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series A Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series A Preferred Mirror Units without interest.
(d)      The Series A Holders shall have no right to require redemption of any Series A Preferred Mirror Units.
Section 11.05.      Series A Distribution Rate . If the distribution rate per annum on the Series A Preferred Shares issued by the Issuer shall increase pursuant to Section 13.5 of the Issuer LLC Agreement, then the Series A Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIII of the Issuer LLC Agreement.
Section 11.06.      Allocations . Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series A Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series A Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series A Holders pursuant to this Section 11.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series A Holders pursuant to the prior sentence and to the Series B Holders pursuant to Section 12.06 , Gross Ordinary Income shall be allocated to the Series A Holders and Series B Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series A Preferred Shares and Series B Preferred Shares respectively in such Fiscal Year.
Section 11.07.      Voting . Notwithstanding any provision in this Agreement or the Act to the contrary, the Series A Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Partnership action or inaction.
Section 11.08.      Liquidation Rights .
(a)      Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Section 9.03 , the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 11.08(a) .
(b)      Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.
(c)      If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 11.08 .
(d)      Nothing in this Section 11.08 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.
(e)      For the purposes of this Section 11.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series A Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series A Dissolution Exception ”).
(f)      In the event that any member of the Apollo Operating Group liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series A Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series A Dissolution Exception or (ii) an event where the Issuer’s Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.
Section 11.09.      No Duties to Series A Holders . Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series A Holders.
Section 11.10.      Coordination Among Apollo Operating Group . To facilitate compliance with the limitations set forth in Section 11.02(b) and Section 11.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.
Section 11.11.      Amendments and Waivers . Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XI may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.
Section 11.12.      Expenses . It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series A Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series A Preferred Shares by the Issuer (the “ Series A Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series A Preferred Shares to APO LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC), LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series A Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series A Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.
Article XII     

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS
Section 12.01.      Designation. The Series B Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series B Preferred Mirror Unit shall be identical in all respects to every other Series B Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series B Holder in its capacity as such with respect to Series B Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series B Holders, “Percentage Interest” shall mean, with respect to any holder of Series B Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series B Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series B Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series B Holders or holders of other Parity Units, issue additional Series B Preferred Mirror Units.
Section 12.02.      Distributions.
(a)      The Series B Holders shall be entitled to receive with respect to each Series B Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series B Distribution Rate (subject to Section 12.05 of this Agreement) of the Series B Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series B Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the Partnership’s register at the close of business, New York City time, on a Series B Record Date, provided that if the Series B Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the Partnership’s register at the close of business, New York City time, on the Business Day immediately preceding such Series B Record Date.
(b)      So long as any Series B Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series B Mirror Interests or (ii) the Series B Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan (or any successor or similar plan) in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series B Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units or with proceeds from the substantially concurrent sale of Junior Units.
(c)      The General Partner may, in its sole discretion, choose to pay distributions on the Series B Preferred Mirror Units without the payment of any distributions on any Junior Units.
(d)      When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series B Preferred Mirror Units or any Parity Units, all distributions declared upon the Series B Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series B Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.
(e)      No distributions may be declared or paid or set apart for payment on any Series B Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units, subject to any applicable terms of such outstanding Units.
(f)      Series B Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.
(g)      The Partnership and the Series B Holders intend that no portion of the distributions paid to the Series B Holders pursuant to this Section 12.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series B Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.
Section 12.03.      Rank. The Series B Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:
(a)      junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;
(b)      equally to any Parity Units; and
(c)      senior to any Junior Units.
Section 12.04.      Redemption.
(a)      Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series B Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.
(b)      If the Issuer redeems its Series B Preferred Shares pursuant to a Change of Control Event or a Series B Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. If the Issuer redeems its Series B Preferred Shares pursuant to a Rating Agency Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.50 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series B Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series B Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series B Holders thereof shall cease other than the right to receive the redemption price, without interest.
(c)      Without limiting clause (b) of this Section 12.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series B Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series B Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series B Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series B Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series B Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series B Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series B Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series B Preferred Mirror Units without interest.
(d)      The Series B Holders shall have no right to require redemption of any Series B Preferred Mirror Units.
Section 12.05.      Series B Distribution Rate. If the distribution rate per annum on the Series B Preferred Shares issued by the Issuer shall increase pursuant to Section 14.5 of the Issuer LLC Agreement, then the Series B Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIV of the Issuer LLC Agreement.
Section 12.06.      Allocations. Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series B Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series B Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series B Holders pursuant to this Section 12.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series B Holders pursuant to the prior sentence and to the Series A Holders pursuant to Section 11.06 , Gross Ordinary Income shall be allocated to the Series B Holders and Series A Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series B Preferred Shares and Series A Preferred Shares respectively in such Fiscal Year.
Section 12.07.      Voting. Notwithstanding any provision in this Agreement or the Act to the contrary, the Series B Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series B Holders shall not be required for the taking of any Partnership action or inaction.
Section 12.08.      Liquidation Rights.
(a)      Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series B Preferred Mirror Units in accordance with Section 9.03 , the Series B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series B Holder is entitled pursuant to this Section 12.08(a) .
(b)      Upon a Dissolution Event, after each Series B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs), such Series B Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.
(c)      If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series B Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 12.08 .
(d)      Nothing in this Section 12.08 shall be understood to entitle the Series B Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.
(e)      For the purposes of this Section 12.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series B Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series B Dissolution Exception ”).
(f)      In the event that any member of the Apollo Operating Group liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series B Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series B Dissolution Exception or (ii) an event where the Issuer’s Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.
Section 12.09.      No Duties to Series B Holders. Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series B Holders.
Section 12.10.      Coordination Among Apollo Operating Group. To facilitate compliance with the limitations set forth in Section 12.02(b) and Section 12.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.
Section 12.11.      Amendments and Waivers. Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XII may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.
Section 12.12.      Expenses. It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series B Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series B Preferred Shares by the Issuer (the “ Series B Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series B Preferred Shares to APO LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC), LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series B Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series B Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.
Article XIII     

MISCELLANEOUS
Section 13.01.      Severability . If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Section 13.02.      Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13.02 ):
(a)      If to the Partnership, to:
Apollo Principal Holdings IV, L.P.
c/o Apollo Principal Holdings IV GP, Ltd.
9 West 57 th St., 43 rd Floor
New York, NY 10019
(b)      If to any Limited Partner, to:
Apollo Principal Holdings IV, L.P.
c/o Apollo Principal Holdings IV GP, Ltd.
9 West 57 th St., 43 rd Floor
New York, NY 10019
(c)      If to the General Partner, to:
Apollo Principal Holdings IV GP, Ltd.
9 West 57 th St., 43 rd Floor
New York, NY 10019
Section 13.03.      Cumulative Remedies . The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by Law.
Section 13.04.      Binding Effect . This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.
Section 13.05.      Interpretation . Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding provisions of this Agreement.
Section 13.06.      Counterparts . This Agreement may be executed and delivered (including by facsimile transmission or other electronic means) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 13.06 .
Section 13.07.      Further Assurances . Each Limited Partner shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement.
Section 13.08.      Entire Agreement .
(a)      This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.
(b)      For the avoidance of doubt, each of the Limited Partners that serve as a senior managing director of any of the Apollo Operating Group entities or their Subsidiaries may from time to time enter into agreements with the Partnership in respect of the terms of such service.
Section 13.09.      Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands. To the fullest extent permitted by applicable law, the General Partner and each Limited Partner hereby agree that any claim, action or proceeding by any Limited Partner seeking any relief whatsoever based on, arising out of or in connection with, this Agreement or the Partnership’s business or affairs shall be brought only in the courts of the Cayman Islands. EACH PARTNER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY .
Section 13.10.      Expenses . Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.
Section 13.11.      Amendments and Waivers .
(a)      This Agreement (including the Annexes hereto) may be amended, supplemented, waived or modified by the written consent of the General Partner, subject to Article XI and Article XII ; provided that any amendment that would have a material adverse effect on the rights or preferences of any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Percentage Interests of the Class affected; provided further , that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment, supplement, waiver or modification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in United States federal income tax regulations, legislation or interpretation; and (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates on which distributions are to be made by the Partnership.
(b)      No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.
(c)      The General Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(1) (or any similar provision) under which the fair market value of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership and each of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while the election remains effective, and (iii) any other related amendments.
(d)      Except as may be otherwise required by law in connection with the winding-up, liquidation or dissolution of the Partnership, each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Partnership’s property.
(e)      Upon obtaining such approvals required by this Agreement and without further action or execution by any other Person, including any Limited Partner, (i) any amendment to this Agreement may be implemented and reflected in a writing executed solely by the General Partner, and (ii) the Limited Partners shall be deemed a party to and bound by such amendment of this Agreement.
Section 13.12.      No Third Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.02 ).
Section 13.13.      Headings . The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.
Section 13.14.      Construction . Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extent permitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should be interpreted most strongly against the party who drafted such language.
Section 13.15.      Power of Attorney . Each Limited Partner, by its execution hereof, hereby irrevocably makes, constitutes and appoints the General Partner as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) the original certificate of registration of the Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (c) all certificates and other instruments (including consents and ratifications which the Limited Partners have agreed to provide upon a matter receiving the agreed support of Limited Partners) deemed advisable by the General Partner to carry out the provisions of this Agreement (including the provisions of Section 8.04 ) and Law or to permit the Partnership to become or to continue as an exempted limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business; (d) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the admission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of this Agreement; (e) all conveyances and other instruments or papers deemed advisable by the General Partner to effect the liquidation and termination of the Partnership; and (f) all fictitious or assumed name certificates required or permitted (in light of the Partnership’s activities) to be filed on behalf of the Partnership.
Section 13.16.      Letter Agreements; Schedules . Notwithstanding the provisions of this Agreement, including Section 13.11 , it is hereby acknowledged and agreed that the General Partner on its own behalf or on behalf of the Partnership without the approval of any Limited Partner or any other Person may enter into a side letter or similar agreement to or with a Limited Partner which has the effect of establishing rights under, or altering or supplementing the terms of, this Agreement. The parties hereto agree that any terms contained in a side letter or similar agreement to or with a Limited Partner shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement. The General Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.
Section 13.17.      Partnership Status . The parties intend to treat the Partnership as a partnership for United States federal income tax purposes. The General Partner shall file a Form 8832 with the Internal Revenue Service electing for the Partnership to be classified as a partnership for United States federal income tax purposes.
[Signature Page Follows]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as a deed of the date first written above.
General Partner:
APOLLO PRINCIPAL HOLDINGS IV GP, LTD.
By:_ _/s/   John J. Suydam______________
Name: John J. Suydam
Title: Vice President

Witness:_ /s/   Heather N. Brocksmith _____
         

Limited Partners:
APO CORP.
By:_ _/s/   John J. Suydam______________
Name: John J. Suydam
Title: Vice President

Witness:_ /s/   Heather N. Brocksmith _____
              
 
AP PROFESSIONAL HOLDINGS, L.P.
By: BRH Holdings GP, Ltd.,
       its general partner
 

By:_ _/s/   John J. Suydam______________
Name: John J. Suydam
Title: Vice President

Witness:_ /s/   Heather N. Brocksmith _____
              

Annex A

Apollo Principal Holdings I, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings II, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings III, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings IV, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings V, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VI, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VII, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VIII, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings IX, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings X, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings XI, LLC and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings XII, L.P. and each of its affiliated carry and co-invest vehicles;
AMH Holdings (Cayman), L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Management Holdings, L.P. and each of its affiliated carry and co-invest vehicles


    

Exhibit 10.14
EXECUTION VERSION

FIFTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT
OF
APOLLO PRINCIPAL HOLDINGS V, L.P.
Dated June 21, 2018

THE PARTNERSHIP UNITS OF APOLLO PRINCIPAL HOLDINGS V, L.P. HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, CHARGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.































TABLE OF CONTENTS

Page

Article I DEFINITIONS    1
Section 1.01. Definitions    1
Article II FORMATION, TERM, PURPOSE AND POWERS    12
Section 2.01. Formation    12
Section 2.02. Name    12
Section 2.03. Term    12
Section 2.04. Offices    12
Section 2.05. Agent for Service of Process    12
Section 2.06. Business Purpose    13
Section 2.07. Powers of the Partnership    13
Section 2.08. Partners; Admission of New Partners    13
Section 2.09. Withdrawal    13
Article III MANAGEMENT    13
Section 3.01. General Partner    13
Section 3.02. Compensation    14
Section 3.03. Expenses    14
Section 3.04. Authority of Partners    14
Section 3.05. Action by Written Consent or Ratification    15
Article IV DISTRIBUTIONS    15
Section 4.01. Distributions    15
Section 4.02. Liquidation Distribution    16
Section 4.03. Limitations on Distribution    16
Section 4.04. Distributions on Series A Preferred Mirror Units    16
Section 4.05. Distributions on Series B Preferred Mirror Units    17
Article V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX
ALLOCATIONS; TAX MATTERS    17
Section 5.01. Initial Capital Contributions    17
Section 5.02. No Additional Capital Contributions    17
Section 5.03. Capital Accounts    17
Section 5.04. Allocations of Profits and Losses    18
Section 5.05. Special Allocations    18
Section 5.06. Tax Allocations    19
Section 5.07. Tax Advances    20
Section 5.08. Tax Matters    20
Section 5.09. Other Allocation Provisions    21
Article VI BOOKS AND RECORDS; REPORTS    21
Section 6.01. Books and Records    21
Article VII PARTNERSHIP UNITS    22







Section 7.01. Units    22
Section 7.02. Register    22
Section 7.03. Registered Partners    23
Article VIII FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS    23
Section 8.01. Limited Partner Transfers    23
Section 8.02. Encumbrances    23
Section 8.03. Further Restrictions    24
Section 8.04. Rights of Assignees    24
Section 8.05. Admissions, Withdrawals and Removals    25
Section 8.06. Admission of Assignees as Substitute Limited Partners    25
Section 8.07. Withdrawal and Removal of Limited Partners    25
Article IX DISSOLUTION, LIQUIDATION AND TERMINATION    26
Section 9.01. No Dissolution    26
Section 9.02. Events Causing Dissolution    26
Section 9.03. Distribution upon Dissolution    26
Section 9.04. Time for Liquidation    27
Section 9.05. Termination    27
Section 9.06. Claims of the Partners    27
Section 9.07. Survival of Certain Provisions    27
Article X LIABILITY AND INDEMNIFICATION    28
Section 10.01. Liability of Partners    28
Section 10.02. Indemnification    29
Article XI TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF
SERIES A PREFERRED MIRROR UNITS    30
Section 11.01. Designation    30
Section 11.02. Distributions    31
Section 11.03. Rank    32
Section 11.04. Redemption    32
Section 11.05. Series A Distribution Rate    33
Section 11.06. Allocations    33
Section 11.07. Voting    34
Section 11.08. Liquidation Rights    34
Section 11.09. No Duties to Series A Holders    35
Section 11.10. Coordination Among Apollo Operating Group    35
Section 11.11. Amendments and Waivers    36
Section 11.12. Expenses    36
Article XII TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF
SERIES B PREFERRED MIRROR UNITS    36
Section 12.01. Designation    36
Section 12.02. Distributions    36
Section 12.03. Rank    38
Section 12.04. Redemption    38



Section 12.05. Series B Distribution Rate    39




Section 12.06. Allocations    39
Section 12.07. Voting    40
Section 12.08. Liquidation Rights    40
Section 12.09. No Duties to Series B Holders    41
Section 12.10. Coordination Among Apollo Operating Group    41
Section 12.11. Amendments and Waivers    42
Section 12.12. Expenses    42
Article XIII MISCELLANEOUS    42
Section 13.01. Severability    42
Section 13.02. Notices    42
Section 13.03. Cumulative Remedies    43
Section 13.04. Binding Effect    43
Section 13.05. Interpretation    43
Section 13.06. Counterparts    43
Section 13.07. Further Assurances    44
Section 13.08. Entire Agreement    44
Section 13.09. Governing Law    44
Section 13.10. Expenses    44
Section 13.11. Amendments and Waivers    45
Section 13.12. No Third Party Beneficiaries    46
Section 13.13. Headings    46
Section 13.14. Construction    46
Section 13.15. Power of Attorney    46
Section 13.16. Letter Agreements; Schedules    47
Section 13.17. Partnership Status    47























iii




FIFTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF
APOLLO PRINCIPAL HOLDINGS V, L.P.

This FIFTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP
AGREEMENT of Apollo Principal Holdings V, L.P. (the “ Partnership ”) is made on June 21, 2018, by and among Apollo Principal Holdings V GP, LLC, a limited liability company formed under the laws of the State of Delaware and registered as a foreign company in the Cayman Islands, as the general partner, and the Limited Partners (as defined herein) of the Partnership

WHEREAS, the Partnership was formed as a limited partnership pursuant to the Delaware Act on the execution of the Limited Partnership Agreement of the Partnership on August 20, 2008 (the “ Original Agreement ”) by the General Partner and the initial limited partners set forth therein and the filing of a Certificate of Limited Partnership (the “ Delaware Certificate ”) with the Office of the Secretary of State of the State of Delaware on August 20, 2008;

WHEREAS, on August 20, 2008, the Original Agreement was amended and restated (the “ Amended Agreement ”) to make the changes set forth therein;

WHEREAS, as of April 14, 2010, the Amended Agreement was further amended and restated (the “ Second Amended Agreement ”);

WHEREAS, as of March 7, 2017, the Second Amended Agreement was further amended and restated (the “ Third Amended Agreement ”) for the purpose of designating the Series A Preferred Mirror Units;

WHEREAS, as of March 19, 2018, the Third Amended Agreement was further amended and restated (the “ Fourth Amended Agreement ”);

WHEREAS, on the date hereof, the Partnership deregistered as a limited partnership under the laws of the State of Delaware and registered as an exempted limited partnership under the Exempted Limited Partnership Law (2018 Revision) of the Cayman Islands (the “ Partnership Law ”) pursuant to the filing of the Cayman Certificate in accordance with the Partnership Law (the “ Migration ”); and

WHEREAS, in connection with the Migration, the General Partner desires to further amend and restate the Fourth Amended Agreement as set forth herein (as so further amended and restated, this “ Agreement ”).

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree as follows:

Article I

DEFINITIONS

Section 1.01. Definitions










. Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):

“ Additional Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .

“ Adjusted Capital Account Balance ” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(c)(4), (5) and (6); and
(ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704- 2(g) and 1.704-2(i)(5), and any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704- 1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“ Affiliate ” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

“ Agreement ” has the meaning set forth in the recitals. “ Amended Agreement ” has the meaning set forth in the recitals.
“ Amended Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .

“ AOG Series A Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series A Preferred Mirror Units.

“ AOG Series B Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series B Preferred Mirror Units.

“ AP Professional ” means AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership.

“ APO Corp. ” means APO Corp., a Delaware corporation.

“ APO LLC ” means APO Asset Co., LLC, a Delaware limited liability company.

“ Apollo Operating Group ” means each of the Partnership, Apollo Principal Holdings I, L.P., a Cayman Islands limited partnership, Apollo Principal Holdings II, L.P., a Cayman Islands limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VI, L.P., a Cayman Islands limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman







Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, Apollo Management Holdings, L.P., a Delaware limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, and any successors thereto or other entities formed to serve as holding vehicles for the Issuer’s carry vehicles, management companies or other entities formed to engage in the asset management business (including alternative asset management), as set forth on Annex A , as amended from time to time.

“ Assignee ” has the meaning set forth in Section 8.04 .

“ Assumed Tax Rate ” means the highest effective marginal combined United States federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductibility of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short- term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for United States federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

“ Authorized Person ” has the meaning set forth in Section 3.01(b) .

“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“ Capital Account ” means the separate capital account maintained for each Partner in accordance with Section 5.03 .

“ Capital Contribution ” means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), net of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to the Partnership pursuant to Article V .

“ Carrying Value ” means, with respect to any Partnership asset, the asset’s adjusted basis for United States federal income tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of (a) the date of the acquisition of any additional Partnership interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership interest is relinquished to the Partnership; (d) any other date specified in the Treasury Regulations or (e) any other date specified by the General Partner; provided , however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall







be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for United States federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.

“ Cayman Certificate ” means the statement filed with the Registrar of Exempted Limited Partnerships of the Cayman Islands pursuant to section 9 of the Partnership Law and any subsequent statement of changes in the registered particulars of the Partnership filed pursuant to section 10 of the Partnership Law.
“ Change of Control Event ” has the meaning set forth in the Issuer LLC Agreement. “ Class ” means the classes of Units into which the interests in the Partnership may be
classified or divided from time to time pursuant to the provisions of this Agreement.

“ Class A Shares ” means the Class A Common Shares of the Issuer representing Class A limited liability company interests of the Issuer.

“ Class A Units ” means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.

“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to

time.

“ Common Units ” means the Class A Units.

“ Contingencies ” has the meaning set forth in Section 9.03(a) .

“ Control ” (including the terms “ Controlled by ” and “ under common Control with ”) means

the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

“ Covered Person ” and “ Covered Persons ” have the meanings set forth in Section 10.02(a) . “ Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Creditable Non-U.S. Tax ” means a non-United States tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A non-United States tax is a Creditable Non-U.S. Tax for these purposes without regard to whether a partner receiving an allocation of such non-United States tax elects to claim a credit for such amount. This definition is intended to be consistent with



the definition of “Creditable Non-U.S. Tax” in Temporary Treasury Regulations Section 1.704- 1T(b)(4)(xi)(b), and shall be interpreted consistently therewith.




“ Delaware Act ” means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17-101, et seq., as it may be amended from time to time.

“ Delaware Certificate ” has the meaning set forth in the recitals.

“ Disabling Event ” means the General Partner ceasing to be the general partner of the Partnership for any of the reasons set out under the Partnership Law.

“ Dissolution Event ” has the meaning set forth in Section 9.02 .

“ Distributable Cash ” means cash received by the Partnership from dividends and distributions or other income, other than cash reserves to account for reasonably anticipated expenses and other liabilities, including, without limitation, tax liabilities, as the General Partner may determine to be appropriate.

“ Distribution Payment Date ” means March 15, June 15, September 15 and December 15 of each year, commencing (a) with respect to the Series A Preferred Mirror Units, on June 15, 2017 and (b) with respect to the Series B Preferred Mirror Units, on June 15, 2018.

“ Distribution Period ” means the period from and including a Distribution Payment Date to, but excluding, the next Distribution Payment Date, except that (a) the initial Distribution Period with respect to the Series A Preferred Mirror Units commenced on and included March 7, 2017 and (b) the initial Distribution Period with respect to the Series B Preferred Mirror Units commences on and includes March 19, 2018.

“ Encumbrance ” means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever.

“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended.

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Exchange Agreement ” means the Fifth Amended and Restated Exchange Agreement dated as of April 28, 2017 among the Issuer, the Apollo Operating Group, and the limited partners of the Apollo Operating Group entities from time to time, as amended from time to time.

“ Exchange Transaction ” means an exchange of Class A Units for Class A Shares pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Class A Units to the Issuer, the Partnership or any of their Subsidiaries for other consideration.




“ Final Adjudication ” has the meaning set forth in Section 10.02(a) . “ Final Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .




“ Fiscal Year ” means (i) the period commencing upon the formation of the Partnership and ending on December 31, 2008 or (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31.

“ Fourth Amended Agreement ” has the meaning set forth in the recitals.

“ Fund ” means any pooled investment vehicle or similar entity sponsored or managed, directly or indirectly, by the Issuer or any of its Subsidiaries.

“ General Partner ” means Apollo Principal Holdings V GP, LLC, a limited liability company formed under the laws of the State of Delaware and registered as a foreign company in the Cayman Islands or any successor general partner admitted to the Partnership in accordance with the terms of this Agreement, each in its capacity as general partner of the Partnership.

“ Gross Ordinary Income ” means the Partnership’s gross income excluding any gross income attributable to the sale or exchange of “capital assets” as defined in Section 1221 of the Code. Allocations to Series A Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series A Preferred Mirror Units. Allocations to Series B Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series B Preferred Mirror Units.

“ Incapacity ” means, with respect to any Person, the bankruptcy, dissolution, termination, entry of an order of incompetence, or the insanity, permanent disability or death of such Person.

“ Issuer ” means Apollo Global Management, LLC, a limited liability company formed under the laws of the State of Delaware, or any successor thereto.

“ Issuer LLC Agreement ” means the Third Amended and Restated Limited Liability Company Agreement of the Issuer dated as of March 19, 2018.

“ Junior Units ” means Common Units and any other equity securities that the Partnership may issue in the future ranking, as to the payment of distributions, junior to the Series A Preferred Mirror Units and the Series B Preferred Mirror Units.

“ Law ” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Partnership or any Partner, as the case may be.

“ Limited Partner ” means each of the Persons from time to time listed as a limited partner in the books and records of the Partnership, each in their capacity as a limited partner of the Partnership.

“ Liquidation Agent ” has the meaning set forth in Section 9.03 .




“ Liquidation Preference ” means, in respect of any Preferred Units, the “Liquidation Preference” per Preferred Unit specified for such Preferred Units.

“ LP Register ” shall have the meaning set for the in Section 7.02 . “ Migration ” has the meaning set forth in the recitals.
“ Net Taxable Income ” has the meaning set forth in Section 4.01(b)(i) .

“ Nonrecourse Deductions ” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a Fiscal Year equals the net increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that Fiscal Year, determined according to the provisions of Treasury Regulations Section 1.704-2(c).

“ Notice of Dissolution ” has the meaning set forth in Section 9.5 . “ Original Agreement ” has the meaning set forth in the recitals.
“ Parity Units ” means any Partnership securities, including Preferred Units, that the Partnership has authorized or issued or may authorize or issue, the terms of which provide that such securities shall rank equally with the Series A Preferred Mirror Units and the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event. For purposes of this definition, the Series A Preferred Mirror Units shall be treated as Parity Units with respect to the Series B Preferred Mirror Units and the Series B Preferred Mirror Units shall be treated as Parity Units with respect to the Series A Preferred Mirror Units.

“ Partner Nonrecourse Debt Minimum Gain ” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3).

“ Partner Nonrecourse Deductions ” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2).

“ Partners ” means, at any time, each person listed as a partner (including the General Partner) on the books and records of the Partnership, in each case for so long as he, she or it remains a partner of the Partnership as provided hereunder.

“ Partnership ” has the meaning set forth in the recitals. “ Partnership Law ” has the meaning set forth in the recitals.
“ Partnership Minimum Gain ” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).




“ Partnership Representative ” means the “partnership representative” as defined in Section 6223 of the Code after amendment by P.L. 114-74.

“ Percentage Interest ” means, with respect to any Partner and subject to Section 11.01 and Section 12.01 , the quotient obtained by dividing the number of Units then owned by such Partner by the number of Units then owned by all Partners.

“ Permitted Jurisdiction ” means the United States or any state thereof, Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Gibraltar, Ireland, Italy, Luxembourg, the Netherlands, Switzerland, the United Kingdom or British Crown Dependencies, any other member country of the Organization for Economic Co-operation and Development, or any political subdivision of any of the foregoing.

“ Permitted Reorganization ” means the (i) voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership, to the maximum extent permitted by applicable law, into another exempted limited partnership pursuant to provisions of this Agreement that allow the Partnership to convert, merge or convey its assets to another entity with or without General Partner approval, (ii) for purposes of Section 11.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series A Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series A Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval or (iii) for purposes of Section 12.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series B Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series B Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval.

“ Permitted Transfer ” means the sale, conveyance, exchange or transfer, for cash, shares of capital stock, securities or other consideration, of all or substantially all of the Partnership’s property or assets or the consolidation, merger or amalgamation of the Partnership with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into the Partnership.

“ Person ” means any individual, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.

“ Portfolio Company ” means any Person in which any Fund owns or has made, directly or indirectly, an investment.

“ Preferred Units ” means (i) the Series A Preferred Mirror Units, (ii) the Series B Preferred Mirror Units and (iii) any other Class of Units that entitles the Record Holders thereof to a preference or priority over the Record Holders of any other Class of Units in the right to share profits or losses or items thereof, the right to share in Partnership distributions or rights upon dissolution or liquidation of the Partnership.




“ Profits ” and “ Losses ” means, for each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for United States federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from United States federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the United States federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis; provided that if the United States federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses; and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.

“ Rating Agency Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.

“ Record Date ” means a date established by the General Partner in its sole discretion for determining the identity of Record Holders entitled to receive a distribution.

“ Record Holder ” or “ holder ” means, with respect to any Units, the Person in whose name such Units are registered on the books of the Partnership as of the opening of business on a particular Business Day.

“ Roll-up Agreements ” mean collectively, each Roll-up Agreement, by and among BRH Holdings, L.P., a Cayman Islands exempted limited partnership, AP Professional, the Issuer, APO LLC, APO Corp., and an employee of the Issuer or one of its Subsidiaries, dated as of July 13, 2007, each as amended, restated, supplemented or otherwise modified from time to time.

“ SEC ” means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.

“ Second Amended Agreement ” has the meaning set forth in the recitals.

“ Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Series A Dissolution Exception ” has the meaning set forth in Section 11.08(e) .







“ Series A Distribution Rate ” means 6.375%.

“ Series A Holder ” means a holder of Series A Preferred Mirror Units.

“ Series A Liquidation Preference ” means $25.00 per Series A Preferred Mirror Unit. The Series A Liquidation Preference shall be the “Liquidation Preference” with respect to the Series A Preferred Mirror Units.

“ Series A Offering Expenses ” has the meaning set forth in Section 11.12 .

“ Series A Preferred Mirror Unit ” means a 6.375% Series A Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XI .
“ Series A Preferred Shares ” means the 6.375% Series A Preferred Shares of the Issuer. “ Series A Record Date ” means, with respect to any Distribution Payment Date, the March
1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series A Record Dates shall apply regardless of whether a particular Series A Record Date is a Business Day. The Series A Record Dates shall constitute Record Dates with respect to the Series A Preferred Mirror Units for the purpose of distributions on the Series A Preferred Mirror Units.

“ Series A Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement. “ Series B Dissolution Exception ” has the meaning set forth in Section 12.08(e) .
“ Series B Distribution Rate ” means 6.375%.

“ Series B Holder ” means a holder of Series B Preferred Mirror Units.

“ Series B Liquidation Preference ” means $25.00 per Series B Preferred Mirror Unit. The Series B Liquidation Preference shall be the “Liquidation Preference” with respect to the Series B Preferred Mirror Units.

“ Series B Offering Expenses ” has the meaning set forth in Section 12.12 .

“ Series B Preferred Mirror Unit ” means a 6.375% Series B Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XII .
“ Series B Preferred Shares ” means the 6.375% Series B Preferred Shares of the Issuer. “ Series B Record Date ” means, with respect to any Distribution Payment Date, the March
1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series B Record Dates shall apply regardless of whether a particular Series B Record Date is a Business Day. The Series B Record Dates shall constitute Record Dates with respect to the Series B Preferred Mirror Units for the purpose of distributions on the Series B Preferred Mirror Units.




“ Series B Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.




“ Similar Law ” means any law or regulation that could cause the underlying assets of the Partnership to be treated as assets of the Limited Partner by virtue of its limited partnership interest in the Partnership and thereby subject the Partnership and the General Partner (or other persons responsible for the investment and operation of the Partnership’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.

“ Subsidiary ” means, with respect to any Person, as of any date of determination, any other Person as to which such Person owns, directly or indirectly, or otherwise controls, more than 50% of the voting shares or other similar interests or the sole general partner interest or managing member or similar interest of such Person. The term “Subsidiary” does not include at any time any Funds or Portfolio Companies.

“ Substantially All Merger ” means a merger or consolidation of one or more members of the Apollo Operating Group with or into another Person that would, in one or a series of related transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the combined assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.

“ Substantially All Sale ” means a sale, assignment, transfer, lease or conveyance, in one or a series of related transactions, directly or indirectly, of all or substantially all of the assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.

“ Tax Advances ” has the meaning set forth in Section 5.07 . “ Tax Amount ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Distributions ” has the meaning set forth in Section 4.01(b)(i) . “ Tax Matters Partner ” has the meaning set forth in Section 5.08 . “ Third Amended Agreement ” has the meaning set forth in the recitals.
“ Transfer ” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law, including, without limitation, the exchange of any Unit for any other security.

“ Treasury Regulations ” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“ Units ” means the Class A Units and any other Class of Units authorized in accordance with this Agreement, including the Series A Preferred Mirror Units and the Series B Preferred Mirror Units, which shall constitute interests in the Partnership as provided in this Agreement and under the Partnership Law; entitling the holders thereof to the relative rights, title and interests in the



profits, losses, deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Partner




as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of this Agreement.

“ 2007 Omnibus Equity Incentive Plan ” means the Issuer’s 2007 Omnibus Equity Incentive Plan, as amended, restated, supplemented or otherwise modified from time to time.

Article II

FORMATION, TERM, PURPOSE AND POWERS

Section 2.01. Formation

. The Partnership was formed as a limited partnership under the provisions of the Delaware Act by the filing on August 20, 2008 of the Delaware Certificate as provided in the recitals of this Agreement. In connection with the Migration, the Partnership is hereby continued pursuant to the Partnership Law and this Agreement. If requested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of an exempted limited partnership under the Partnership Law, (b) if the General Partner deems it advisable, the operation of the Partnership as an exempted limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.

Section 2.02. Name

. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, Apollo Principal Holdings V, L.P.

Section 2.03. Term

. The term of the Partnership commenced on the date of the filing of the Delaware Certificate, and the term shall continue until the dissolution of the Partnership in accordance with Article IX . The existence of the Partnership shall continue until the dissolution of the Partnership in the manner required by the Partnership Law.

Section 2.04. Offices

. The address of the Partnership’s registered office in the Cayman Islands is Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1 – 9008, Cayman Islands, or such other place or places in the Cayman Islands as the General Partner may, in its absolute discretion, from time to time decide. The Partnership may have other offices at such places as the General Partner from time to time may select.

Section 2.05. Agent for Service of Process




. The Partnership’s registered agent for service of process in the Cayman Islands shall be at Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand




Cayman KY1-9008, Cayman Islands or such other place in the Cayman Islands as the General Partner may in its absolute discretion from time to time determine.

Section 2.06. Business Purpose

. The Partnership shall have the power to engage in any lawful act or activity for which exempted limited partnerships may be formed under the Partnership Law and engage in any and all activities necessary or incidental thereto.

Section 2.07. Powers of the General Partner

. Subject to the limitations set forth in this Agreement, the General Partner will possess and may exercise all of the powers and privileges granted to it by the Partnership Law including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06 .

Section 2.08. Partners; Admission of New Partners

. Each of the Partners of the Partnership hereby continues as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Partnership Law, except as is otherwise expressly provided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time to time as a new Partner in accordance with Section 8.05 and Section 8.06 ; provided, however, that each new Partner shall execute and deliver to the General Partner an appropriate supplement or instrument of adherence to this Agreement pursuant to which the new Partner agrees to be bound by and adhere to the terms and conditions of the Agreement, as it may be amended from time to time.

Section 2.09. Withdrawal

. No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Units owned by such Partner in accordance with Article VIII ; provided, however, that a new General Partner or substitute General Partner may be admitted to the Partnership in accordance with Section 8.05 .

Article III

MANAGEMENT

Section 3.01. General Partner

.

(a)      The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.







(b)      The Partners hereby agree that the Partnership, acting by the General Partner and/or any officer of the General Partner (each, an “ Authorized Person ”) on its behalf, shall be and hereby is authorized to (i) open bank accounts on behalf of the Partnership in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Partnership on deposit in such accounts, as may be deemed by the General Partner or any Authorized Person, or any of them, to be necessary, appropriate or otherwise in the best interests of the Partnership and, in connection therewith, execute any form of required resolution necessary to open any such bank accounts; (ii) prepare, execute and file with the appropriate authorities such federal, state or local applications, forms and papers on behalf of the Partnership as may be required by law or deemed by the General Partner or any Authorized Person, or any of them, to be necessary, appropriate or otherwise in the best interests of the Partnership, as applicable; and (iii) pay on behalf of the Partnership any and all fees and expenses incident to and necessary to perfect the organization of the Partnership. Notwithstanding any other provision of this Agreement, the Partnership, acting by the General Partner and/or any Authorized Person on its behalf, is hereby authorized to enter into, and to perform its obligations under, the aforementioned agreements, deeds, receipts, certificates, filings and other documents, without any consent of any Limited Partner, but such authorization shall not be deemed a restriction on the power of the Partnership or the General Partner and/or any Authorized Person acting on behalf of the Partnership to enter into, and to perform its obligations under, other agreements on behalf of the Partnership. The Partners agree that the General Partner and/or any Authorized Person may execute the aforementioned agreements, deeds, receipts, certificates, filings and other documents on behalf of the Partnership under any title, including without limitation “Authorized Person,” that the General Partner or any Authorized Person, or any of them, deems appropriate and that any prior acts of the Partnership and the General Partner and/or any Authorized Person acting on behalf of the Partnership, consistent with the foregoing authorizations, are hereby ratified and confirmed.

Section 3.02. Compensation

. The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacity as General Partner.

Section 3.03. Expenses

. The Partnership shall bear and/or reimburse (i) the General Partner for any expenses incurred by the General Partner in connection with serving as the general partner of the Partnership, and (ii) Issuer and APO LLC, with respect to the Partnership’s allocable share of any expenses solely incurred by or attributable to the Issuer or APO LLC but excluding obligations incurred under the Tax Receivable Agreement, dated as of July 13, 2007 among APO Corp. and the Apollo Operating Group entities party thereto, by the Issuer, income tax expenses of the Issuer or APO LLC and indebtedness incurred by the Issuer or APO LLC.

Section 3.04. Authority of Partners

. No Limited Partner, in its capacity as such, shall participate in or have any control over the conduct of the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership







described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. Except as required or permitted by Law, or by separate agreement with the Partnership, no Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.

Section 3.05. Action by Written Consent or Ratification

. Any action required or permitted to be taken by the Partners pursuant to this Agreement shall be taken if all Partners whose consent or ratification is required consent thereto or provide a consent or ratification in writing.

Article IV

DISTRIBUTIONS

Section 4.01. Distributions

.

(a) Subject to Section 4.04, Article XI and Article XII , all distributions of Distributable Cash shall be made, at the discretion of the General Partner, to the Limited Partners pro rata in accordance with their respective Percentage Interests.

(b) Tax Distributions .

(i)      Subject to Section 4.04 , Article XI and Article XII , in addition to the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year will give rise to taxable income for the Partners (“ Net Taxable Income ”), the General Partner shall cause the Partnership to distribute Distributable Cash in respect of income tax liabilities (the “ Tax Distributions ”) to the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities, provided that distributions pursuant to Section 4.02 and allocations pursuant to Section 5.04 related to such distributions shall



not be taken into account for purposes of this Section 4.01(b) . The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance with Article V , multiplied




by the Assumed Tax Rate (the “ Tax Amount ”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored. Any Tax Distributions shall be made to all Partners, whether or not they are subject to such applicable United States federal, state and local taxes, pro rata in accordance with their Percentage Interest.

(ii)      Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner: (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “ Amended Tax Amount ”), and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “ Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount for such Fiscal Year (the “ Final Tax Amount ”) and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (the “ Additional Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein.

Section 4.02. Liquidation Distribution

. Distributions made during the winding up of the Partnership shall be made as provided in Section 9.03 .

Section 4.03. Limitations on Distribution

. Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall not make a Partnership distribution to any Partner if such distribution would violate the Partnership Law or other applicable Law.

Section 4.04. Distributions on Series A Preferred Mirror Units

. No distributions shall be made with respect to the Series A Preferred Mirror Units except as permitted under Article XI . For the avoidance of doubt, and without limitation of the foregoing,




no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series A Preferred Mirror Units.

Section 4.05. Distributions on Series B Preferred Mirror Units

. No distributions shall be made with respect to the Series B Preferred Mirror Units except as permitted under Article XII . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series B Preferred Mirror Units.

Article V

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS

Section 5.01. Initial Capital Contributions

. The Partners have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Class A Units, Series A Preferred Mirror Units and/or Series B Preferred Mirror Units as specified in the books and records of the Partnership.

Section 5.02. No Additional Capital Contributions

. Except as otherwise provided in this Article V , no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional Capital Contributions to the Partnership without the consent of the General Partner.

Section 5.03. Capital Accounts

. A separate capital account (a “Capital Account”) shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s Capital Contributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05 ; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04 , any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 5.05 , and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest. The Capital Account balance of each holder of Series A Preferred Mirror Units with respect to each Series A Preferred Mirror Unit shall equal the Liquidation Preference per Series A Preferred Mirror Unit as of the date such Series A Preferred Mirror Unit is initially issued and shall be increased as



set forth in Article XI . The Capital Account balance of each holder of Series B Preferred Mirror Units with respect to each Series B Preferred Mirror Unit shall equal




the Liquidation Preference per Series B Preferred Mirror Unit as of the date such Series B Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XII .

Section 5.04. Allocations of Profits and Losses

. Except as otherwise provided in this Agreement (including Section 11.06 and Section 12.06 ), Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in respect of any Common Units held by a Partner in a manner such that the Capital Account of each Partner holding Common Units after giving effect to the special allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the affairs of the Partnership were wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.

Section 5.05. Special Allocations

. Notwithstanding any other provision in this Article V :

(a) Minimum Gain Chargeback . If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners holding Common Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4).

(b) Qualified Income Offset . If any Partner holding Common Units unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This




Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

(c) Gross Income Allocation . If any Partner holding Common Units has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.

(d) Nonrecourse Deductions . Nonrecourse Deductions shall be allocated to the Partners in accordance with their respective Percentage Interests.

(e) Partner Nonrecourse Deductions . Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j).

(f) Creditable Non-U.S. Taxes . Creditable Non-U.S. Taxes for any taxable period attributable to the Partnership, or an entity owned directly or indirectly by the Partnership, shall be allocated to the Partners in proportion to the Partners’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Non-
U.S. Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 5.05(f) are intended to comply with the provisions of Temporary Treasury Regulations Section 1.704-1T(b)(4)(xi), and shall be interpreted consistently therewith.

(g) Ameliorative Allocations . Any special allocations of income or gain pursuant to Section 5.05(b) or (c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g) , so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Section 5.05(b) or (c) had not occurred.

Section 5.06. Tax Allocations

. For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses, and specially allocated items, including items of Gross Ordinary Income allocated pursuant to Section 11.06 and Section 12.06 , are allocated for Capital Account purposes; provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for United States federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the General Partner and permitted by the







Code and Treasury Regulations) so as to take account of the difference between the Carrying Value and the adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make such allocations for tax purposes as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.

Section 5.07. Tax Advances

. To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to make tax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of this Agreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or make a tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b) ) with respect to income attributable to or distributions or other payments to such Partner.

Section 5.08. Tax Matters

. The General Partner shall be the initial “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (prior to amendment by P.L. 114-74) (the “Tax Matters Partner”) and the Partnership Representative for purposes of Section 6223 of the Code (after amendment by P.L. 114-74). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, in consultation with the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Partner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep the other Partners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Partnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of United States Internal Revenue Service Schedule K-1, and any comparable statements required by applicable United States state or local income tax Law as a result of the Partnership’s activities or investments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners to prepare and file their own tax returns. The Partnership shall use any reasonable method or combination of methods in accordance with Section 706(d) of the Code for the purpose of







allocating or specifically allocating items of income, gain, loss, deduction and expense of the Partnership for federal income tax purposes to account for the varying interests of the Partners for the Fiscal Year.

Section 5.09. Other Allocation Provisions

. Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Section 5.03 , Section 5.04 and Section 5.05 may be amended at any time by the General Partner if the General Partner believes such amendment is advisable, so long as any such amendment does not materially change the relative economic interests of the Partners. Furthermore, the General Partner shall use its reasonable best efforts to cause its Subsidiaries to make adjustments to Capital Accounts to reflect an adjustment to the carrying value of such Subsidiaries’ assets consistent with the adjustments to Carrying Values of the Partnership’s assets hereunder.

Article VI

BOOKS AND RECORDS; REPORTS

Section 6.01. Books and Records

.

(a) At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separate books of account for the Partnership.

(b) Except as limited by Section 6.01(c) , each Limited Partner shall have the right to receive, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense:

(i)      a copy of the Delaware Certificate, Cayman Certificate and this Agreement and all amendments thereto or equivalents thereof, together with a copy of the executed copies of all powers of attorney pursuant to which the Delaware Certificate, Cayman Certificate and this Agreement and all amendments thereto have been executed; and

(ii)      promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the three most recent years.

(c) The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole discretion, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes is not in the best interests of the Partnership, could damage the Partnership or its business or that the Partnership is required by law or by agreement with any third party to keep confidential.




Article VII

PARTNERSHIP UNITS

Section 7.01. Units

. Interests in the Partnership shall be represented by Units. As of the date of this Agreement, the Units are comprised of three Classes: Class A Units, Series A Preferred Mirror Units and Series B Preferred Mirror Units. The terms, rights, powers, preferences and duties of the Series A Preferred Mirror Units and the Series B Preferred Mirror Units are as set forth in Article XI and Article XII , respectively. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon the winding up, liquidation and dissolution of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions);
(v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units, the Series A Preferred Mirror Units, the Series B Preferred Mirror Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.

Section 7.02. Register

. The General Partner shall cause to be maintained at the principal office of the Partnership or such other place as the Partnership Law may permit, a register of limited partnership interests and a record of contribution of the Limited Partners (together, the “LP Register”), which shall include such information as may be required by the Partnership Law. The General Partner shall from time to time, update the LP Register as required by the Partnership Law to accurately reflect the information therein and no action of any partner shall be required to amend or update the LP Register. The LP Register shall not form part of this Agreement. The register of limited partnership interests shall be open to inspection by all Limited Partners at any time for any purpose reasonably related to such Limited Partners interest in the Partnership and the record of contributions shall be available for inspection by any such Limited Partner only with the consent of the General Partner. The LP Register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information with respect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of the Partnership.







Section 7.03. Registered Partners

. The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Partnership Law or other applicable Law.

Article VIII

FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS

Section 8.01. Limited Partner Transfers

.

(a)      Except as provided in clauses (b) and (c) of this Section 8.01 , no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.

(b)      Notwithstanding clause (a) above, and subject to Section 8.03 , each Limited Partner may exchange or otherwise Transfer Common Units in an Exchange Transaction pursuant to the terms of the Exchange Agreement. In the case of a Transfer of Common Units in connection with an Exchange Transaction, the Percentage Interests of the Limited Partners shall be appropriately adjusted to provide for, as applicable, a decrease in the number of Common Units owned by the exchanging Limited Partner and an increase in the number of Common Units owned by APO LLC.

(c)      Notwithstanding clause (a) above, and subject to Section 8.04 , each Limited Partner that is a party to a Roll-up Agreement may exchange or otherwise Transfer Units pursuant to the terms and provisions thereof.

Section 8.02. Encumbrances

. No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units (or any beneficial interest therein) other than Encumbrances that run in favor of the Limited Partner unless the General Partner consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner,




in the General Partner’s sole discretion. Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Any purported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.

Section 8.03. Further Restrictions

. Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if:

(a) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;

(b) such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities laws (including Canadian provincial or territorial securities laws) or would constitute a non- exempt distribution pursuant to applicable provincial or state securities laws;

(c) such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise;

(d) to the extent requested by the General Partner, the Partnership does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to adhere to and be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion; or

(e) such Transfer would create a substantial risk that the Partnership would be classified or otherwise treated other than as a partnership for United States federal income tax purposes.

Section 8.04. Rights of Assignees

. Subject to Section 8.05 and Section 8.06 , the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“Assignee”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.05 or Section 8.06 .







Section 8.05. Admissions, Withdrawals and Removals

.

(a) No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent or ratification of APO LLC. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).

(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.07 .

(c) Except as otherwise provided in Article IX or the Partnership Law, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.

Section 8.06. Admission of Assignees as Substitute Limited Partners

. An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:

(a) the General Partner consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in each case in the General Partner’s sole discretion;

(b) if required by the General Partner, the General Partner receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to adhere to and be bound by this Agreement as a substitute Limited Partner) that are in a form satisfactory to the General Partner (as determined in its sole discretion);

(c) if required by the General Partner, the General Partner receives an opinion of counsel satisfactory to the General Partner to the effect that such Transfer is in compliance with this Agreement and all applicable Law; and

(d) if required by the General Partner, the parties to the Transfer, or any one of them, pays all of the Partnership’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Partnership).

Section 8.07. Withdrawal and Removal of Limited Partners

. If a Limited Partner ceases to hold any Units, then such Limited Partner shall withdraw from the Partnership and shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.




Article IX

DISSOLUTION, LIQUIDATION AND TERMINATION

Section 9.01. No Winding Up

. Except as required by the Partnership Law, the Partnership shall not be required to commence winding up by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be wound up, liquidated, and dissolved only pursuant to the provisions of this Article IX , and the Partners hereby irrevocably waive any and all other rights they may have to cause a winding up and / or dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.

Section 9.02. Events Causing Winding Up

. The Partnership shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):

(a) an order of a court of competent jurisdiction for the winding up and dissolution of the Partnership, upon the finding that it is not reasonably practicable to carry on the business of the Partnership in conformity with this Agreement;

(b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners;

(c) the written consent of the General Partner and APO LLC;

(d) any other event expressly set out in the Partnership Law not inconsistent with any provision hereof causing the winding up of the Partnership under the Partnership Law;

(e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be required to be wound up and subsequently dissolved in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) APO LLC consents to or ratifies the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 90 days following notice of any such event being given to all Limited Partners.

Section 9.03. Distribution upon Winding Up

. Upon the commencement of the winding up of the affairs of the Partnership the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with



obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order:




(a) First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“ Contingencies ”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03 ;

(b) Second, to the holders of the Series A Preferred Mirror Units and the holders of the Series B Preferred Mirror Units, as provided in Article XI and Article XII , respectively; and

(c) The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Percentage Interests.

Section 9.04. Time for Liquidation

. A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

Section 9.05. Termination

. The Partnership shall be dissolved when all of the assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX . Following the completion of the winding up of the Partnership, the General Partner (or the Liquidation Agent, as applicable) shall execute, acknowledge and cause to be filed a notice of dissolution (the “ Notice of Dissolution ”) of the Partnership with the Registrar of Exempted Limited Partnerships of the Cayman Islands and the winding up of the Partnership shall be complete on the filing of the Notice of Dissolution. This Agreement shall terminate upon the filing of the Notice of Dissolution.

Section 9.06. Claims of the Partners

. The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return such Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negative balance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restore such negative balance during the existence of the Partnership, upon winding up or dissolution of the Partnership or otherwise, except to the extent required by the Partnership Law.

Section 9.07. Survival of Certain Provisions

. Notwithstanding anything to the contrary in this Agreement, the provisions of Section



10.02
and Section 13.09 shall survive the dissolution of the Partnership.




Article X

LIABILITY AND INDEMNIFICATION

Section 10.01. Liability of Partners

.

(a)      No Limited Partner shall be liable for any debt, obligation or liability of the Partnership or of any other Partner or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Limited Partner of the Partnership, except to the extent required by the Partnership Law.

(b)      Except as required by law, this Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Partners (including without limitation, the General Partner) hereto or on their respective Affiliates. Further, the Partners hereby eliminate, to the fullest extent permitted by law, any and all fiduciary duties that, absent such elimination, may exist at or be implied by Law or in equity, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Partnership are only as expressly set forth in this Agreement and those required by the Partnership Law.

(c)      Subject to the Partnership Law, to the extent that, at law or in equity, any Partner (including without limitation, the General Partner) has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the Partners (including without limitation, the General Partner) acting under this Agreement will not be liable to the Partnership or to any such other Partner for their good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Partner (including without limitation, the General Partner) otherwise existing at law or in equity to the Partnership or the Partners, are agreed by the Partners to replace or eliminate to that extent such other duties and liabilities of the Partners relating thereto (including without limitation, the General Partner), to the fullest extent permitted by applicable Law.

(d)      The General Partner may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the General Partner on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will, with respect to the Partnership and the other Partners, be full justification for any such act or omission, and the General Partner will be fully protected from liability to the Partnership and the other Partners in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.

(e)      To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any agreement contemplated herein or otherwise applicable provision of law or equity, whenever in this Agreement the General Partner is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, such General Partner shall be entitled to consider only such interests and




factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or the Limited Partners, or (ii) in its “good faith” or under another expressed standard, such General Partner shall act under such express standard and shall not be subject to any other or different standards.

Section 10.02. Indemnification

.

(a) The General Partner, the Tax Matters Partner, the Partnership Representative (including, without limitation, for this purpose each former and present director, officer, consultant, advisor, manager, member, employee and stockholder of the General Partner, the Tax Matters Partner or the Partnership Representative) and each Limited Partner (including any former Limited Partner), in his capacity, as such, and to the extent such Limited Partner participates, directly or indirectly, in the Partnership’s activities (each, a “ Covered Person ” and collectively, the “ Covered Persons ”) shall not be liable to the Partnership or, to the extent applicable, to any of the other Partners for any loss, claim, damage or liability occasioned by any acts or omissions in the performance of its services hereunder, unless it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “ Final Adjudication ”) that such loss, claim, damage or liability is due to an act or omission of a Covered Person (i) made in bad faith or with criminal intent or (ii) that adversely affected the Partnership and that failed to satisfy any duty of care owed to the Partnership (as modified by this Agreement) or as otherwise required by Law.

(b) A Covered Person shall be indemnified to the fullest extent permitted by law by the Partnership against any losses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) incurred by or imposed upon him by reason of or in connection with any action taken or omitted by such Covered Person arising out of the Covered Person’s status as a Partner or its activities on behalf of the Partnership, including in connection with any action, suit, investigation or proceeding before any judicial, administrative, regulatory or legislative body or agency to which it may be made a party or otherwise involved or with which it shall be threatened by reason of being or having been the General Partner or by reason of serving or having served as a director, officer, consultant, advisor, manager, member, partner, employee or stockholder of any enterprise in which the Partnership or any of its Affiliates has or had a financial interest; provided that the Partnership may, but shall not be required to, indemnify a Covered Person with respect to any matter as to which there has been a Final Adjudication that its acts or its failure to act (i) were in bad faith or with criminal intent, or
(ii) were of a nature that makes indemnification by the relevant Affiliate unavailable. The right to indemnification granted by this Section 10.02 shall be in addition to any rights to which a Covered Person may otherwise be entitled and shall inure to the benefit of the successors by operation of law or valid assigns of such Covered Person. The Partnership shall pay the expenses incurred by a Covered Person in defending a civil or criminal action, suit, investigation or proceeding in advance of the final disposition of such action, suit, investigation or proceeding, upon receipt of an undertaking by the Covered Person to repay such payment if there shall be a Final Adjudication that it is not entitled to indemnification as provided herein. In any suit brought by the Covered Person to enforce a right to indemnification hereunder it shall be a defense that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 , and in any suit in the




name of the Partnership to recover expenses advanced pursuant to the terms of an undertaking the Partnership shall be entitled to recover such expenses upon Final Adjudication that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 . In any such suit brought to enforce a right to indemnification or to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to an advancement of expenses, shall be on the Partnership (or any Limited Partner acting derivatively or otherwise on behalf of the Partnership or the Limited Partners). The General Partner may not satisfy any right of indemnity or reimbursement granted in this Section 10.02 or to which it may be otherwise entitled except out of the assets of the Partnership (including, without limitation, insurance proceeds and rights pursuant to indemnification agreements), and no Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. The General Partner may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 and obtain appropriate insurance coverage on behalf and at the expense of the Partnership to secure the Partnership’s indemnification obligations hereunder and may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 . Each Covered Person shall be deemed a third party beneficiary (to the extent not a direct party hereto) to this Agreement and, in particular, the provisions of this Section 10.02 .

(c) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or the Partners, the Covered Person shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity to the Partnership or the Partners, are agreed by the Partners to replace or eliminate such other duties and liabilities of each such Covered Person, to the fullest extent permitted by applicable Law.

Article XI

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS

Section 11.01. Designation

. The Series A Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series A Preferred Mirror Unit shall be identical in all respects to every other Series A Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series A Holder in its capacity as such with respect to Series A Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series A Holders, “Percentage Interest” shall mean, with respect to any holder of Series A Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series A Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series A Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series A Holders or holders of other Parity Units, issue additional Series A Preferred Mirror Units.




Section 11.02. Distributions

.

(a) The Series A Holders shall be entitled to receive with respect to each Series A Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series A Distribution Rate (subject to Section 11.05 of this Agreement) of the Series A Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series A Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the LP Register at the close of business, New York City time, on a Series A Record Date, provided that if the Series A Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the LP Register at the close of business, New York City time, on the Business Day immediately preceding such Series A Record Date.

(b) So long as any Series A Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series A Mirror Interests or (ii) the Series A Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series A Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units.

(c) The General Partner may, in its sole discretion, choose to pay distributions on the Series A Preferred Mirror Units without the payment of any distributions on any Junior Units.

(d) When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series A Preferred Mirror Units or any Parity Units, all distributions declared upon the Series A Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series A Preferred Mirror Units and all unpaid




distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.

(e) No distributions may be declared or paid or set apart for payment on any Series A Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units, subject to any applicable terms of such outstanding Units.

(f) Series A Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.

(g) The Partnership and the Series A Holders intend that no portion of the distributions paid to the Series A Holders pursuant to this Section 11.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series A Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.

Section 11.03. Rank

. The Series A Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:

(a) junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series A Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;

(b) equally to any Parity Units; and

(c) senior to any Junior Units. Section 11.04. Redemption
.

(a) Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series A Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.







(b) If the Issuer redeems its Series A Preferred Shares pursuant to a Change of Control Event or a Series A Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series A Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series A Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series A Holders thereof shall cease other than the right to receive the redemption price, without interest.

(c) Without limiting clause (b) of this Section 11.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series A Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series A Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series A Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series A Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series A Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series A Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series A Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series A Preferred Mirror Units without interest.

(d) The Series A Holders shall have no right to require redemption of any Series A Preferred Mirror Units.

Section 11.05. Series A Distribution Rate

. If the distribution rate per annum on the Series A Preferred Shares issued by the Issuer shall increase pursuant to Section 13.5 of the Issuer LLC Agreement, then the Series A Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIII of the Issuer LLC Agreement.

Section 11.06. Allocations

. Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series A Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series A Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series A Preferred Mirror Units




pursuant to Section 11.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series A Holders pursuant to this Section 11.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series A Holders pursuant to the prior sentence and to the Series B Holders pursuant to Section 12.06 , Gross Ordinary Income shall be allocated to the Series A Holders and Series B Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series A Preferred Shares and Series B Preferred Shares respectively in such Fiscal Year.

Section 11.07. Voting

. Notwithstanding any provision in this Agreement or the Partnership Law to the contrary, the Series A Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Partnership action or inaction.

Section 11.08. Liquidation Rights

.

(a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Section 9.03 , the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 11.08(a) .

(b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.

(c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 11.08 .

(d) Nothing in this Section 11.08 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior







to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.

(e) For the purposes of this Section 11.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series A Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1- 02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series A Dissolution Exception ”).

(f) In the event that any member of the Apollo Operating Group liquidates, winds up or dissolves, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series A Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series A Dissolution Exception or (ii) an event where the Issuer’s Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.

Section 11.09. No Duties to Series A Holders

. Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series A Holders.

Section 11.10. Coordination Among Apollo Operating Group

. To facilitate compliance with the limitations set forth in Section 11.02(b) and Section 11.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity




interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.

Section 11.11. Amendments and Waivers

. Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XI may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.

Section 11.12. Expenses

. It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series A Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series A Preferred Shares by the Issuer (the “ Series A Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series A Preferred Shares to APO LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC), LLC and
APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series A Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series A Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.

Article XII

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS

Section 12.01. Designation

. The Series B Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series B Preferred Mirror Unit shall be identical in all respects to every other Series B Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series B Holder in its capacity as such with respect to Series B Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series B Holders, “Percentage Interest” shall mean, with respect to any holder of Series B Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series B Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series B Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series B Holders or holders of other Parity Units, issue additional Series B Preferred Mirror Units.

Section 12.02. Distributions







.

(a) The Series B Holders shall be entitled to receive with respect to each Series
B Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series B Distribution Rate (subject to Section 12.05 of this Agreement) of the Series B Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series B Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the LP Register at the close of business, New York City time, on a Series B Record Date, provided that if the Series B Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the LP Register at the close of business, New York City time, on the Business Day immediately preceding such Series B Record Date.

(b) So long as any Series B Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series B Mirror Interests or (ii) the Series B Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan (or any successor or similar plan) in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series B Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units or with proceeds from the substantially concurrent sale of Junior Units.

(c) The General Partner may, in its sole discretion, choose to pay distributions on the Series B Preferred Mirror Units without the payment of any distributions on any Junior Units.

(d) When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series B Preferred Mirror Units or any Parity Units, all distributions declared upon the Series B Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series B Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution




Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.

(e) No distributions may be declared or paid or set apart for payment on any Series B Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units, subject to any applicable terms of such outstanding Units.

(f) Series B Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.

(g) The Partnership and the Series B Holders intend that no portion of the distributions paid to the Series B Holders pursuant to this Section 12.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series B Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.

Section 12.03. Rank

. The Series B Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:

(a) junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;

(b) equally to any Parity Units; and

(c) senior to any Junior Units. Section 12.04. Redemption
.

(a) Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series B Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.




(b) If the Issuer redeems its Series B Preferred Shares pursuant to a Change of Control Event or a Series B Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. If the Issuer redeems its Series B Preferred Shares pursuant to a Rating Agency Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.50 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series B Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series B Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series B Holders thereof shall cease other than the right to receive the redemption price, without interest.

(c) Without limiting clause (b) of this Section 12.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series B Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series B Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series B Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series B Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series B Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series B Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series B Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series B Preferred Mirror Units without interest.

(d) The Series B Holders shall have no right to require redemption of any Series B Preferred Mirror Units.

Section 12.05. Series B Distribution Rate

. If the distribution rate per annum on the Series B Preferred Shares issued by the Issuer shall increase pursuant to Section 14.5 of the Issuer LLC Agreement, then the Series B Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIV of the Issuer LLC Agreement.

Section 12.06. Allocations

. Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series B Preferred Mirror







Units in accordance with each holder’s Percentage Interest with respect to their Series B Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series B Holders pursuant to this Section 12.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series B Holders pursuant to the prior sentence and to the Series A Holders pursuant to Section 11.06 , Gross Ordinary Income shall be allocated to the Series B Holders and Series A Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series B Preferred Shares and Series A Preferred Shares respectively in such Fiscal Year.

Section 12.07. Voting

. Notwithstanding any provision in this Agreement or the Partnership Law to the contrary, the Series B Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series B Holders shall not be required for the taking of any Partnership action or inaction.

Section 12.08. Liquidation Rights

.

(a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series B Preferred Mirror Units in accordance with Section 9.03 , the Series B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series B Holder is entitled pursuant to this Section 12.08(a) .

(b) Upon a Dissolution Event, after each Series B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs), such Series B Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.

(c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series B Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 12.08 .







(d) Nothing in this Section 12.08 shall be understood to entitle the Series B Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.

(e) For the purposes of this Section 12.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series B Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1- 02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, wound up or dissolved are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series B Dissolution Exception ”).

(f) In the event that any member of the Apollo Operating Group liquidates, winds up or dissolves, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series B Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series B Dissolution Exception or (ii) an event where the Issuer’s Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.

Section 12.09. No Duties to Series B Holders

. Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series B Holders.

Section 12.10. Coordination Among Apollo Operating Group

. To facilitate compliance with the limitations set forth in Section 12.02(b) and Section 12.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the




general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.

Section 12.11. Amendments and Waivers

. Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XII may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.

Section 12.12. Expenses

. It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series B Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series B Preferred Shares by the Issuer (the “ Series B Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series B Preferred Shares to APO LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC), LLC and
APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series B Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series B Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.

Article XIII MISCELLANEOUS

Section 13.01. Severability

. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 13.02. Notices




. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery




in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13.02 ):

(a)
If to the Partnership, to:

Apollo Principal Holdings V, L.P.
c/o Apollo Principal Holdings V GP, LLC 9 West 57 th St., 43 rd Floor
New York, NY 10019

(b)
If to any Limited Partner, to:

Apollo Principal Holdings V, L.P.
c/o Apollo Principal Holdings V GP, LLC 9 West 57th St., 43rd Floor
New York, NY 10019

(c)
If to the General Partner, to:

Apollo Principal Holdings V GP, LLC 9 West 57th St., 43rd Floor
New York, NY 10019 Section 13.03. Cumulative Remedies
. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by Law.

Section 13.04. Binding Effect

. This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

Section 13.05. Interpretation

. Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding provisions of this Agreement.

Section 13.06. Counterparts




. This Agreement may be executed and delivered (including by facsimile transmission or other electronic means) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 13.06 .

Section 13.07. Further Assurances

. Each Limited Partner shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

Section 13.08. Entire Agreement

.

(a) This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

(b) For the avoidance of doubt, each of the Limited Partners that serve as a senior managing director of any of the Apollo Operating Group entities or their Subsidiaries may from time to time enter into agreements with the Partnership in respect of the terms of such service.

Section 13.09. Governing Law

. This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands. To the fullest extent permitted by applicable law, the General Partner and each Limited Partner hereby agree that any claim, action or proceeding by any Limited Partner seeking any relief whatsoever based on, arising out of or in connection with, this Agreement or the Partnership’s business or affairs shall be brought only in the courts located in the Cayman Islands. EACH PARTNER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY .

Section 13.10. Expenses

. Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.




Section 13.11. Amendments and Waivers

.

(a) This Agreement (including the Annexes hereto) may be amended, supplemented, waived or modified by the written consent of the General Partner, subject to Article XI and Article XII ; provided that any amendment that would have a material adverse effect on the rights or preferences of any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Percentage Interests of the Class affected; provided further , that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment, supplement, waiver or modification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in United States federal income tax regulations, legislation or interpretation; and (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates on which distributions are to be made by the Partnership.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

(c) The General Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(1) (or any similar provision) under which the fair market value of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership and each of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while the election remains effective, (iii) the allocation of items of income, gains, deductions and losses required by the final regulations similar to Proposed Treasury Regulation Section 1.704- 1(b)(4)(xii)(b) and (c), and (iv) any other related amendments.

(d) Except as may be otherwise required by law in connection with the winding- up, liquidation or dissolution of the Partnership, each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Partnership’s property.







(e) Upon obtaining such approvals required by this Agreement and without further action or execution by any other Person, including any Limited Partner, (i) any amendment to this Agreement may be implemented and reflected in a writing executed solely by the General Partner, and (ii) the Limited Partners shall be deemed a party to and bound by such amendment of this Agreement.

Section 13.12. No Third Party Beneficiaries

. Except with respect to the rights of Covered Persons hereunder, each of whom shall be an intended beneficiary and shall be entitled to enforce the provisions of Section 10.02 as if it were a party to this Agreement, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement and such other Persons shall not have any rights under the Contracts (Rights of Third Parties) Law (as amended) to enforce any term of this Agreement. Notwithstanding any term of this Agreement, the consent of or notice to any Person who is not a party to this Agreement shall not be required for any termination, rescission or agreement to any variations, waiver, assignment, novation, release or settlement under the Agreement at any time.

Section 13.13. Headings

. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 13.14. Construction

. Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extent permitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should be interpreted most strongly against the party who drafted such language.

Section 13.15. Power of Attorney

. Each Limited Partner, by its execution hereof, hereby irrevocably makes, constitutes and appoints the General Partner as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) all certificates and other instruments (including consents and ratifications which the Limited Partners have agreed to provide upon a matter receiving the agreed support of Limited Partners) deemed advisable by the General Partner to carry out the provisions of this Agreement (including the provisions of Section 8.04 ) and Law or to permit the



Partnership to become or to continue as an exempted limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may




be doing business; (c) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the admission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of this Agreement; (d) all conveyances and other instruments or papers deemed advisable by the General Partner to effect the liquidation and termination of the Partnership; and (e) all fictitious or assumed name certificates required or permitted (in light of the Partnership’s activities) to be filed on behalf of the Partnership. With respect to each Limited Partner, the foregoing power of attorney is intended to secure a proprietary interest of the General Partner and the performance of the obligations of each such Limited Partner, shall be irrevocable and shall survive the bankruptcy of such Limited Partner and may be exercised by the General Partner either by signing separately as attorney in fact for such Limited Partner or executing an instrument, by a single signature of the General Partner acting as attorney in fact for all of them.

Section 13.16. Letter Agreements; Schedules

. Notwithstanding the provisions of this Agreement, including Section 13.11 , it is hereby acknowledged and agreed that the General Partner on its own behalf or on behalf of the Partnership without the approval of any Limited Partner or any other Person may enter into a side letter or similar agreement to or with a Limited Partner which has the effect of establishing rights under, or altering or supplementing the terms of, this Agreement. The parties hereto agree that any terms contained in a side letter or similar agreement to or with a Limited Partner shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement. The General Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.

Section 13.17. Partnership Status

. The parties intend to treat the Partnership as a partnership for United States federal income tax purposes.

[Signature Page Follows]



IN WITNESS WHEREOF , the undersigned, intending to be legally bound hereby, have duly executed this Agreement as a deed of the date first above written.

General Partner:                 APOLLO PRINCIPAL HOLDINGS V GP, LLC


By:     /s/ Shari Verschell                 
Name:    Shari Verschell
Title:    Vice President


Witness:     Juliette Sandleitner         
Name:    Juliette Sandleitner


Limited Partners:                 APO ASSET CO., LLC


By:     /s/ John J. Suydam                 
Name:    John J. Suydam
Title:    Vice President


Witness:     Tami Pirone              
Name:    Tami Pirone


AP PROFESSIONAL HOLDINGS, L.P.

By:     BRH Holdings GP, Ltd.
its general partner

By:     /s/ John J. Suydam                 
Name:    John J. Suydam
Title:    Vice President


Witness:     Tami Pirone                 
Name:    Tami Pirone






Apollo Principal Holdings V, L.P.
Fifth Amended and Restated Exempted Limited Partnership Agreement
Signature Page




Annex A

Apollo Principal Holdings I, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings II, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings III, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings IV, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings V, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings VI, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings VII, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings VIII, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings IX, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings X, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings XI, LLC and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings XII, L.P. and each of its affiliated carry and co-invest vehicles; AMH Holdings (Cayman), L.P. and each of its affiliated carry and co-invest vehicles; Apollo Management Holdings, L.P. and each of its affiliated carry and co-invest vehicles
























19500314.1 A4565.149646



Exhibit 10.15
EXECUTION VERSION

FIFTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT
OF
APOLLO PRINCIPAL HOLDINGS VI, L.P.
Dated June 21, 2018

THE PARTNERSHIP UNITS OF APOLLO PRINCIPAL HOLDINGS VI, L.P. HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, CHARGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.































TABLE OF CONTENTS

Page

Article I DEFINITIONS    2
Section 1.01. Definitions    2
Article II FORMATION, TERM, PURPOSE AND POWERS    12
Section 2.01. Formation    12
Section 2.02. Name    12
Section 2.03. Term    12
Section 2.04. Offices    12
Section 2.05. Agent for Service of Process    13
Section 2.06. Business Purpose    13
Section 2.07. Powers of the Partnership    13
Section 2.08. Partners; Admission of New Partners    13
Section 2.09. Withdrawal    13
Article III MANAGEMENT    14
Section 3.01. General Partner    14
Section 3.02. Compensation    14
Section 3.03. Expenses    14
Section 3.04. Authority of Partners    15
Section 3.05. Action by Written Consent or Ratification    15
Article IV DISTRIBUTIONS    15
Section 4.01. Distributions    15
Section 4.02. Liquidation Distribution    16
Section 4.03. Limitations on Distribution    17
Section 4.04. Distributions on Series A Preferred Mirror Units    17
Section 4.05. Distributions on Series B Preferred Mirror Units    17
Article V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX
ALLOCATIONS; TAX MATTERS    17
Section 5.01. Initial Capital Contributions    17
Section 5.02. No Additional Capital Contributions    17
Section 5.03. Capital Accounts    17
Section 5.04. Allocations of Profits and Losses    18
Section 5.05. Special Allocations    18
Section 5.06. Tax Allocations    19
Section 5.07. Tax Advances    20
Section 5.08. Tax Matters    20
Section 5.09. Other Allocation Provisions    21
Article VI BOOKS AND RECORDS; REPORTS    21
Section 6.01. Books and Records    21
Article VII PARTNERSHIP UNITS    22







Section 7.01. Units    22
Section 7.02. Register    22
Section 7.03. Registered Partners    23
Article VIII FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS    23
Section 8.01. Limited Partner Transfers    23
Section 8.02. Encumbrances    24
Section 8.03. Further Restrictions    24
Section 8.04. Rights of Assignees    24
Section 8.05. Admissions, Withdrawals and Removals    25
Section 8.06. Admission of Assignees as Substitute Limited Partners    25
Section 8.07. Withdrawal and Removal of Limited Partners    26
Article IX DISSOLUTION, LIQUIDATION AND TERMINATION    26
Section 9.01. No Dissolution    26
Section 9.02. Events Causing Dissolution    26
Section 9.03. Distribution upon Dissolution    27
Section 9.04. Time for Liquidation    27
Section 9.05. Termination    27
Section 9.06. Claims of the Partners    27
Section 9.07. Survival of Certain Provisions    28
Article X LIABILITY AND INDEMNIFICATION    28
Section 10.01. Liability of Partners    28
Section 10.02. Indemnification    29
Article XI TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF
SERIES A PREFERRED MIRROR UNITS    31
Section 11.01. Designation    31
Section 11.02. Distributions    31
Section 11.03. Rank    32
Section 11.04. Redemption    33
Section 11.05. Series A Distribution Rate    34
Section 11.06. Allocations    34
Section 11.07. Voting    34
Section 11.08. Liquidation Rights    34
Section 11.09. No Duties to Series A Holders    36
Section 11.10. Coordination Among Apollo Operating Group    36
Section 11.11. Amendments and Waivers    36
Section 11.12. Expenses    36
Article XII TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF
SERIES B PREFERRED MIRROR UNITS    36
Section 12.01. Designation    36
Section 12.02. Distributions    37
Section 12.03. Rank    38
Section 12.04. Redemption    39



Section 12.05. Series B Distribution Rate    40




Section 12.06. Allocations    40
Section 12.07. Voting    40
Section 12.08. Liquidation Rights    40
Section 12.09. No Duties to Series B Holders    42
Section 12.10. Coordination Among Apollo Operating Group    42
Section 12.11. Amendments and Waivers    42
Section 12.12. Expenses    42
Article XIII MISCELLANEOUS    42
Section 13.01. Severability    42
Section 13.02. Notices    43
Section 13.03. Cumulative Remedies    43
Section 13.04. Binding Effect    43
Section 13.05. Interpretation    44
Section 13.06. Counterparts    44
Section 13.07. Further Assurances    44
Section 13.08. Entire Agreement    44
Section 13.09. Governing Law    44
Section 13.10. Expenses    45
Section 13.11. Amendments and Waivers    45
Section 13.12. No Third Party Beneficiaries    46
Section 13.13. Headings    46
Section 13.14. Construction    46
Section 13.15. Power of Attorney    46
Section 13.16. Letter Agreements; Schedules    47
Section 13.17. Partnership Status    47























iii




FIFTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF
APOLLO PRINCIPAL HOLDINGS VI, L.P.

This FIFTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP
AGREEMENT of Apollo Principal Holdings VI, L.P. (the “ Partnership ”) is made on June 21, 2018, by and among Apollo Principal Holdings VI GP, LLC, a limited liability company formed under the laws of the State of Delaware and registered as a foreign company in the Cayman Islands, as the general partner, and the Limited Partners (as defined herein) of the Partnership.

WHEREAS, the Partnership was formed as a limited partnership pursuant to the Delaware Act on the execution of the Limited Partnership Agreement of the Partnership on August 20, 2008 (the “ Original Agreement ”) by the General Partner and the initial limited partners set forth therein and the filing of a Certificate of Limited Partnership (the “ Delaware Certificate ”) with the Office of the Secretary of State of the State of Delaware on August 20, 2008;

WHEREAS, on August 20, 2008, the Original Agreement was amended and restated (the “ Amended Agreement ”);

WHEREAS, as of April 14, 2010, the Amended Agreement was further amended and restated (the “ Second Amended Agreement ”);

WHEREAS, as of March 7, 2017, the Second Amended Agreement was further amended and restated (the “ Third Amended Agreement ”) for the purpose of designating the Series A Preferred Mirror Units;

WHEREAS, as of March 19, 2018, the Third Amended Agreement was further amended and restated (the “ Fourth Amended Agreement ”);

WHEREAS, on the date hereof, the Partnership deregistered as a limited partnership under the laws of the State of Delaware and registered as an exempted limited partnership under the Exempted Limited Partnership Law (2018 Revision) of the Cayman Islands (the “ Partnership Law ”) pursuant to the filing of the Cayman Certificate in accordance with the Partnership Law (the “ Migration ”); and

WHEREAS, in connection with the Migration, the General Partner desires to further amend and restate the Fourth Amended Agreement as set forth herein (as so further amended and restated, this “ Agreement ”).

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree as follows:

















Article I

DEFINITIONS

Section 1.01. Definitions

. Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):

“ Additional Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .

“ Adjusted Capital Account Balance ” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(c)(4), (5) and (6); and
(ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704- 2(g) and 1.704-2(i)(5), and any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704- 1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“ Affiliate ” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

“ Agreement ” has the meaning set forth in the recitals. “ Amended Agreement ” has the meaning set forth in the recitals.
“ Amended Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .

“ AOG Series A Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series A Preferred Mirror Units.

“ AOG Series B Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series B Preferred Mirror Units.

“ AP Professional ” means AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership.

“ APO Corp. ” means APO Corp., a Delaware corporation.

“ Apollo Operating Group ” means each of the Partnership, Apollo Principal Holdings I, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings II, L.P., a Cayman



Islands exempted limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands




exempted limited partnership, Apollo Principal Holdings V, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, Apollo Management Holdings, L.P., a Delaware limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, and any successors thereto or other entities formed to serve as holding vehicles for the Issuer’s carry vehicles, management companies or other entities formed to engage in the asset management business (including alternative asset management), as set forth on Annex A , as amended from time to time.

“ Assignee ” has the meaning set forth in Section 8.04 .

“ Assumed Tax Rate ” means the highest effective marginal combined United States federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductibility of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short- term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for United States federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

“ Authorized Person ” has the meaning set forth in Section 3.01(b) .

“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“ Capital Account ” means the separate capital account maintained for each Partner in accordance with Section 5.03 .

“ Capital Contribution ” means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), net of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to the Partnership pursuant to Article V .

“ Carrying Value ” means, with respect to any Partnership asset, the asset’s adjusted basis for United States federal income tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of (a) the date of the acquisition of any additional Partnership interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership interest is relinquished to the Partnership; (d) any other date specified in the Treasury Regulations or (e) any other date specified by the General Partner; provided , however, that




adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for United States federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.

“ Cayman Certificate ” means the statement filed with the Registrar of Exempted Limited Partnerships of the Cayman Islands pursuant to section 9 of the Partnership Law and any subsequent statement of changes in the registered particulars of the Partnership filed pursuant to section 10 of the Partnership Law.
“ Change of Control Event ” has the meaning set forth in the Issuer LLC Agreement. “ Class ” means the classes of Units into which the interests in the Partnership may be
classified or divided from time to time pursuant to the provisions of this Agreement.

“ Class A Shares ” means the Class A Common Shares of the Issuer representing Class A limited liability company interests of the Issuer.

“ Class A Units ” means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.

“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to

time.

“ Common Units ” means the Class A Units.

“ Contingencies ” has the meaning set forth in Section 9.03(a) .

“ Control ” (including the terms “ Controlled by ” and “ under common Control with ”) means

the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

“ Covered Person ” and “ Covered Persons ” have the meanings set forth in Section 10.02(a) . “ Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .



“ Creditable Foreign Tax ” means a non-United States tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A non-United States tax is a Creditable Foreign Tax




for these purposes without regard to whether a partner receiving an allocation of such non-United States tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “Creditable Foreign Tax” in Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.

“ Delaware Act ” means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17-101, et seq., as it may be amended from time to time.

“ Delaware Certificate ” has the meaning set forth in the recitals.

“ Disabling Event ” means the General Partner ceasing to be the general partner of the Partnership for any of the reasons set out under the Partnership Law.

“ Dissolution Event ” has the meaning set forth in Section 9.02 .

“ Distributable Cash ” means cash received by the Partnership from dividends and distributions or other income, other than cash reserves to account for reasonably anticipated expenses and other liabilities, including, without limitation, tax liabilities, as the General Partner may determine to be appropriate.

“ Distribution Payment Date ” means March 15, June 15, September 15 and December 15 of each year, commencing (a) with respect to the Series A Preferred Mirror Units, on June 15, 2017 and (b) with respect to the Series B Preferred Mirror Units, on June 15, 2018.

“ Distribution Period ” means the period from and including a Distribution Payment Date to, but excluding, the next Distribution Payment Date, except that (a) the initial Distribution Period with respect to the Series A Preferred Mirror Units commenced on and included March 7, 2017 and (b) the initial Distribution Period with respect to the Series B Preferred Mirror Units commences on and includes March 19, 2018.

“ Encumbrance ” means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever.

“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended.

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Exchange Agreement ” means the Fifth Amended and Restated Exchange Agreement dated as of April 28, 2017 among the Issuer, the Apollo Operating Group, and the limited partners of the Apollo Operating Group entities from time to time, as amended from time to time.

“ Exchange Transaction ” means an exchange of Class A Units for Class A Shares pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited







Partner shall mutually agree, a Transfer of Class A Units to the Issuer, the Partnership or any of their Subsidiaries for other consideration.

“ Final Adjudication ” has the meaning set forth in Section 10.02(a) . “ Final Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Fiscal Year ” means (i) the period commencing upon the formation of the Partnership and ending on December 31, 2008 or (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31.

“ Fourth Amended Agreement ” has the meaning set forth in the recitals.

“ Fund ” means any pooled investment vehicle or similar entity sponsored or managed, directly or indirectly, by the Issuer or any of its Subsidiaries.

“ General Partner ” means Apollo Principal Holdings VI GP, LLC, a limited liability company formed under the laws of the State of Delaware and registered as a foreign company in the Cayman Islands or any successor general partner admitted to the Partnership in accordance with the terms of this Agreement, each in its capacity as general partner of the Partnership.

“ Gross Ordinary Income ” means the Partnership’s gross income excluding any gross income attributable to the sale or exchange of “capital assets” as defined in Section 1221 of the Code. Allocations to Series A Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series A Preferred Mirror Units. Allocations to Series B Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series B Preferred Mirror Units.

“ Incapacity ” means, with respect to any Person, the bankruptcy, dissolution, termination, entry of an order of incompetence, or the insanity, permanent disability or death of such Person.

“ Issuer ” means Apollo Global Management, LLC, a limited liability company formed under the laws of the State of Delaware, or any successor thereto.

“ Issuer LLC Agreement ” means the Third Amended and Restated Limited Liability Company Agreement of the Issuer dated as of March 19, 2018.

“ Junior Units ” means Common Units and any other equity securities that the Partnership may issue in the future ranking, as to the payment of distributions, junior to the Series A Preferred Mirror Units and the Series B Preferred Mirror Units.

“ Law ” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Partnership or any Partner, as the case may be.







“ Limited Partner ” means each of the Persons from time to time listed as a limited partner in the books and records of the Partnership, each in their capacity as a limited partner of the Partnership.

“ Liquidation Agent ” has the meaning set forth in Section 9.03 .

“ Liquidation Preference ” means, in respect of any Preferred Units, the “Liquidation Preference” per Preferred Unit specified for such Preferred Units.

“ LP Register ” shall have the meaning set for the in Section 7.02 . “ Migration ” has the meaning set forth in the recitals.
“ Net Taxable Income ” has the meaning set forth in Section 4.01(b)(i) .

“ Nonrecourse Deductions ” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a Fiscal Year equals the net increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that Fiscal Year, determined according to the provisions of Treasury Regulations Section 1.704-2(c).

“ Notice of Dissolution ” has the meaning set forth in Section 9.05 . “ Original Agreement ” has the meaning set forth in the recitals.
“ Parity Units ” means any Partnership securities, including Preferred Units, that the Partnership has authorized or issued or may authorize or issue, the terms of which provide that such securities shall rank equally with the Series A Preferred Mirror Units and the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event. For purposes of this definition, the Series A Preferred Mirror Units shall be treated as Parity Units with respect to the Series B Preferred Mirror Units and the Series B Preferred Mirror Units shall be treated as Parity Units with respect to the Series A Preferred Mirror Units.

“ Partner Nonrecourse Debt Minimum Gain ” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3).

“ Partner Nonrecourse Deductions ” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2).

“ Partners ” means, at any time, each person listed as a partner (including the General Partner) on the books and records of the Partnership, in each case for so long as he, she or it remains a partner of the Partnership as provided hereunder.

“ Partnership ” has the meaning set forth in the recitals.




“ Partnership Law ” has the meaning set forth in the recitals.

“ Partnership Minimum Gain ” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

“ Partnership Representative ” means the “partnership representative” as defined in Section 6223 of the Code after amendment by P.L. 114-74.

“ Percentage Interest ” means, with respect to any Partner and subject to Section 11.01 and Section 12.01 , the quotient obtained by dividing the number of Units then owned by such Partner by the number of Units then owned by all Partners.

“ Permitted Jurisdiction ” means the United States or any state thereof, Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Gibraltar, Ireland, Italy, Luxembourg, the Netherlands, Switzerland, the United Kingdom or British Crown Dependencies, any other member country of the Organization for Economic Co-operation and Development, or any political subdivision of any of the foregoing.

“ Permitted Reorganization ” means the (i) voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership, to the maximum extent permitted by applicable law, into another limited partnership pursuant to provisions of this Agreement that allow the Partnership to convert, merge or convey its assets to another entity with or without General Partner approval, (ii) for purposes of Section 11.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series A Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series A Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval or (iii) for purposes of Section 12.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series B Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series B Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval.

“ Permitted Transfer ” means the sale, conveyance, exchange or transfer, for cash, shares of capital stock, securities or other consideration, of all or substantially all of the Partnership’s property or assets or the consolidation, merger or amalgamation of the Partnership with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into the Partnership.

“ Person ” means any individual, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.

“ Portfolio Company ” means any Person in which any Fund owns or has made, directly or indirectly, an investment.

“ Preferred Units ” means (i) the Series A Preferred Mirror Units, (ii) the Series B Preferred Mirror Units and (iii) any other Class of Units that entitles the Record Holders thereof to a







preference or priority over the Record Holders of any other Class of Units in the right to share profits or losses or items thereof, the right to share in Partnership distributions or rights upon dissolution or liquidation of the Partnership.

“ Profits ” and “ Losses ” means, for each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for United States federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from United States federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the United States federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis; provided that if the United States federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses; and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.

“ Rating Agency Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.

“ Record Date ” means a date established by the General Partner in its sole discretion for determining the identity of Record Holders entitled to receive a distribution.

“ Record Holder ” or “ holder ” means, with respect to any Units, the Person in whose name such Units are registered on the books of the Partnership as of the opening of business on a particular Business Day.

“ Roll-up Agreements ” mean collectively, each Roll-up Agreement, by and among BRH Holdings, L.P., a Cayman Islands exempted limited partnership, AP Professional, the Issuer, APO LLC, a Delaware limited liability company, APO Corp., and an employee of the Issuer or one of its Subsidiaries, dated as of July 13, 2007, each as amended, restated, supplemented or otherwise modified from time to time.

“ SEC ” means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.




“ Second Amended Agreement ” has the meaning set forth in the recitals.

“ Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Series A Dissolution Exception ” has the meaning set forth in Section 11.08(e) . “ Series A Distribution Rate ” means 6.375%.
“ Series A Holder ” means a holder of Series A Preferred Mirror Units.

“ Series A Liquidation Preference ” means $25.00 per Series A Preferred Mirror Unit. The Series A Liquidation Preference shall be the “Liquidation Preference” with respect to the Series A Preferred Mirror Units.

“ Series A Offering Expenses ” has the meaning set forth in Section 11.12 .

“ Series A Preferred Mirror Unit ” means a 6.375% Series A Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XI .
“ Series A Preferred Shares ” means the 6.375% Series A Preferred Shares of the Issuer. “ Series A Record Date ” means, with respect to any Distribution Payment Date, the March
1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series A Record Dates shall apply regardless of whether a particular Series A Record Date is a Business Day. The Series A Record Dates shall constitute Record Dates with respect to the Series A Preferred Mirror Units for the purpose of distributions on the Series A Preferred Mirror Units.

“ Series A Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement. “ Series B Dissolution Exception ” has the meaning set forth in Section 12.08(e) .
“ Series B Distribution Rate ” means 6.375%.

“ Series B Holder ” means a holder of Series B Preferred Mirror Units.

“ Series B Liquidation Preference ” means $25.00 per Series B Preferred Mirror Unit. The Series B Liquidation Preference shall be the “Liquidation Preference” with respect to the Series B Preferred Mirror Units.

“ Series B Offering Expenses ” has the meaning set forth in Section 12.12 .

“ Series B Preferred Mirror Unit ” means a 6.375% Series B Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XII .

“ Series B Preferred Shares ” means the 6.375% Series B Preferred Shares of the Issuer.







“ Series B Record Date ” means, with respect to any Distribution Payment Date, the March 1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series B Record Dates shall apply regardless of whether a particular Series B Record Date is a Business Day. The Series B Record Dates shall constitute Record Dates with respect to the Series B Preferred Mirror Units for the purpose of distributions on the Series B Preferred Mirror Units.

“ Series B Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.

“ Similar Law ” means any law or regulation that could cause the underlying assets of the Partnership to be treated as assets of the Limited Partner by virtue of its limited partnership interest in the Partnership and thereby subject the Partnership and the General Partner (or other persons responsible for the investment and operation of the Partnership’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.

“ Subsidiary ” means, with respect to any Person, as of any date of determination, any other Person as to which such Person owns, directly or indirectly, or otherwise controls, more than 50% of the voting shares or other similar interests or the sole general partner interest or managing member or similar interest of such Person. The term “Subsidiary” does not include at any time any Funds or Portfolio Companies.

“ Substantially All Merger ” means a merger or consolidation of one or more members of the Apollo Operating Group with or into another Person that would, in one or a series of related transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the combined assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.

“ Substantially All Sale ” means a sale, assignment, transfer, lease or conveyance, in one or a series of related transactions, directly or indirectly, of all or substantially all of the assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.

“ Tax Advances ” has the meaning set forth in Section 5.07 . “ Tax Amount ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Distributions ” has the meaning set forth in Section 4.01(b)(i) . “ Tax Matters Partner ” has the meaning set forth in Section 5.08 . “ Third Amended Agreement ” has the meaning set forth in the recitals.
“ Transfer ” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law, including, without limitation, the exchange of any Unit for any other security.




“ Treasury Regulations ” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“ Units ” means the Class A Units and any other Class of Units authorized in accordance with this Agreement, including the Series A Preferred Mirror Units and the Series B Preferred Mirror Units, which shall constitute interests in the Partnership as provided in this Agreement and under the Partnership Law; entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of this Agreement.

“ 2007 Omnibus Equity Incentive Plan ” means the Issuer’s 2007 Omnibus Equity Incentive Plan, as amended, restated, supplemented or otherwise modified from time to time.

Article II

FORMATION, TERM, PURPOSE AND POWERS

Section 2.01. Formation

. The Partnership was formed as a limited partnership under the provisions of the Delaware Act by the filing on August 20, 2008 of the Delaware Certificate as provided in the recitals. In connection with the Migration, the Partnership is hereby continued pursuant to the Partnership Law and this Agreement. If requested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of an exempted limited partnership under the Partnership Law, (b) if the General Partner deems it advisable, the operation of the Partnership as an exempted limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.

Section 2.02. Name

. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, Apollo Principal Holdings VI, L.P.

Section 2.03. Term

. The term of the Partnership commenced on the date of the filing of the Delaware Certificate, and the term shall continue until the dissolution of the Partnership in accordance with Article IX . The existence of the Partnership shall continue until the dissolution of the Partnership in the manner required by the Partnership Law.

Section 2.04. Offices







. The address of the Partnership’s registered office in the Cayman Islands is Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1 – 9008, Cayman Islands, or such other place or places in the Cayman Islands as the General Partner may, in its absolute discretion, from time to time decide. The Partnership may have other offices at such places as the General Partner from time to time may select.

Section 2.05. Agent for Service of Process

. The Partnership’s registered agent for service of process in the Cayman Islands shall be at Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands or such other place in the Cayman Islands as the General Partner may in its absolute discretion determine from time to time.

Section 2.06. Business Purpose

. The Partnership shall have the power to engage in any lawful act or activity for which exempted limited partnerships may be formed under the Partnership Law and engage in any and all activities necessary or incidental thereto.

Section 2.07. Powers of the General Partner

. Subject to the limitations set forth in this Agreement, the General Partner will possess and may exercise all of the powers and privileges granted to it by the Partnership Law including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06 .

Section 2.08. Partners; Admission of New Partners

. Each of the Partners of the Partnership hereby continues as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Partnership Law, except as is otherwise expressly provided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time to time as a new Partner in accordance with Section 8.05 and Section 8.06 ; provided, however, that each new Partner shall execute and deliver to the General Partner an appropriate supplement or instrument of adherence to this Agreement pursuant to which the new Partner agrees to be bound by and adhere to the terms and conditions of the Agreement, as it may be amended from time to time.

Section 2.09. Withdrawal

. No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Units owned by such Partner in accordance with Article VIII ; provided, however, that a new General Partner or substitute General Partner may be admitted to the Partnership in accordance with Section 8.05 .




Article III

MANAGEMENT

Section 3.01. General Partner

.

(a)      The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.

(b)      The Partners hereby agree that the Partnership, acting by the General Partner and/or any officer of the General Partner (each, an “ Authorized Person ”) on its behalf, shall be and hereby is authorized to (i) open bank accounts on behalf of the Partnership in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Partnership on deposit in such accounts, as may be deemed by the General Partner or any Authorized Person, or any of them, to be necessary, appropriate or otherwise in the best interests of the Partnership and, in connection therewith, execute any form of required resolution necessary to open any such bank accounts; (ii) prepare, execute and file with the appropriate authorities such federal, state or local applications, forms and papers on behalf of the Partnership as may be required by law or deemed by the General Partner or any Authorized Person, or any of them, to be necessary, appropriate or otherwise in the best interests of the Partnership, as applicable; and (iii) pay on behalf of the Partnership any and all fees and expenses incident to and necessary to perfect the organization of the Partnership. Notwithstanding any other provision of this Agreement, the Partnership, acting by the General Partner and/or any Authorized Person on its behalf, is hereby authorized to enter into, and to perform its obligations under, the aforementioned agreements, deeds, receipts, certificates, filings and other documents, without any consent of any Limited Partner, but such authorization shall not be deemed a restriction on the power of the Partnership or the General Partner and/or any Authorized Person acting on behalf of the Partnership to enter into, and to perform its obligations under, other agreements on behalf of the Partnership. The Partners agree that the General Partner and/or any Authorized Person may execute the aforementioned agreements, deeds, receipts, certificates, filings and other documents on behalf of the Partnership under any title, including without limitation “Authorized Person,” that the General Partner or any Authorized Person, or any of them, deems appropriate and that any prior acts of the Partnership and the General Partner and/or any Authorized Person acting on behalf of the Partnership, consistent with the foregoing authorizations, are hereby ratified and confirmed.

Section 3.02. Compensation

. The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacity as General Partner.

Section 3.03. Expenses




. The Partnership shall bear and/or reimburse (i) the General Partner for any expenses incurred by the General Partner in connection with serving as the general partner of the Partnership,




and (ii) Issuer and APO Corp., with respect to the Partnership’s allocable share of any expenses solely incurred by or attributable to the Issuer or APO Corp. but excluding obligations incurred under the Tax Receivable Agreement, dated as of July 13, 2007 among APO Corp. and the Apollo Operating Group entities party thereto, by the Issuer or APO Corp., income tax expenses of the Issuer or APO Corp. and indebtedness incurred by the Issuer or APO Corp.

Section 3.04. Authority of Partners

. No Limited Partner, in its capacity as such, shall participate in or have any control over the conduct of the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. Except as required or permitted by Law, or by separate agreement with the Partnership, no Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.

Section 3.05. Action by Written Consent or Ratification

. Any action required or permitted to be taken by the Partners pursuant to this Agreement shall be taken if all Partners whose consent or ratification is required consent thereto or provide a consent or ratification in writing.

Article IV

DISTRIBUTIONS

Section 4.01. Distributions

.

(a) Subject to Section 4.04, Article XI and Article XII , all distributions of Distributable Cash shall be made, at the discretion of the General Partner, to the Limited Partners pro rata in accordance with their respective Percentage Interests.







(b) Tax Distributions .

(i)      Subject to Section 4.04 , Article XI and Article XII , in addition to the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year will give rise to taxable income for the Partners (“ Net Taxable Income ”), the General Partner shall cause the Partnership to distribute Distributable Cash in respect of income tax liabilities (the “ Tax Distributions ”) to the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities, provided that distributions pursuant to Section 4.02 and allocations pursuant to Section 5.04 related to such distributions shall not be taken into account for purposes of this Section 4.01(b) . The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance with Article V , multiplied by the Assumed Tax Rate (the “ Tax Amount ”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored. Any Tax Distributions shall be made to all Partners, whether or not they are subject to such applicable United States federal, state and local taxes, pro rata in accordance with their Percentage Interest.

(ii)      Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner: (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “ Amended Tax Amount ”), and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “ Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount for such Fiscal Year (the “ Final Tax Amount ”) and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (the “ Additional Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein.

Section 4.02. Liquidation Distribution

. Distributions made during the winding up of the Partnership shall be made as provided in Section 9.03 .




Section 4.03. Limitations on Distribution

. Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall not make a Partnership distribution to any Partner if such distribution would violate the Partnership Law or other applicable Law.

Section 4.04. Distributions on Series A Preferred Mirror Units

. No distributions shall be made with respect to the Series A Preferred Mirror Units except as permitted under Article XI . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series A Preferred Mirror Units.

Section 4.05. Distributions on Series B Preferred Mirror Units

. No distributions shall be made with respect to the Series B Preferred Mirror Units except as permitted under Article XII . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series B Preferred Mirror Units.

Article V

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS

Section 5.01. Initial Capital Contributions

. The Partners have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Class A Units, Series A Preferred Mirror Units and/or Series B Preferred Mirror Units as specified in the books and records of the Partnership.

Section 5.02. No Additional Capital Contributions

. Except as otherwise provided in this Article V , no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional Capital Contributions to the Partnership without the consent of the General Partner.

Section 5.03. Capital Accounts

. A separate capital account (a “Capital Account”) shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s Capital Contributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05 ; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04 , any items of loss or deduction of the Partnership specially



allocated to such Partner pursuant to Section 5.05 , and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property




is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest. The Capital Account balance of each holder of Series A Preferred Mirror Units with respect to each Series A Preferred Mirror Unit shall equal the Liquidation Preference per Series A Preferred Mirror Unit as of the date such Series A Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XI . The Capital Account balance of each holder of Series B Preferred Mirror Units with respect to each Series B Preferred Mirror Unit shall equal the Liquidation Preference per Series B Preferred Mirror Unit as of the date such Series B Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XII .

Section 5.04. Allocations of Profits and Losses

. Except as otherwise provided in this Agreement (including Section 11.06 and Section 12.06 ), Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in respect of any Common Units held by a Partner in a manner such that the Capital Account of each Partner holding Common Units after giving effect to the special allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the affairs of the Partnership were wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.

Section 5.05. Special Allocations

. Notwithstanding any other provision in this Article V :

(a) Minimum Gain Chargeback . If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners holding Common Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4).




(b) Qualified Income Offset . If any Partner holding Common Units unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

(c) Gross Income Allocation . If any Partner holding Common Units has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.

(d) Nonrecourse Deductions . Nonrecourse Deductions shall be allocated to the Partners in accordance with their respective Percentage Interests.

(e) Partner Nonrecourse Deductions . Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j).

(f) Creditable Foreign Taxes . Creditable Foreign Taxes for any taxable period attributable to the Partnership, or an entity owned directly or indirectly by the Partnership, shall be allocated to the Partners in proportion to the Partners’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Foreign Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 5.05(f) are intended to comply with the provisions of Treasury Regulations Section 1.704- 1(b)(4)(viii), and shall be interpreted consistently therewith.

(g) Ameliorative Allocations . Any special allocations of income or gain pursuant to Section 5.05(b) or (c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g) , so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Section 5.05(b) or (c) had not occurred.

Section 5.06. Tax Allocations




. For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses, and specially allocated items, including items of Gross Ordinary Income allocated pursuant to Section 11.06 and Section 12.06 , are allocated for Capital Account purposes; provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for United States federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the difference between the Carrying Value and the adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make such allocations for tax purposes as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.

Section 5.07. Tax Advances

. To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to make tax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of this Agreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or make a tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b) ) with respect to income attributable to or distributions or other payments to such Partner.

Section 5.08. Tax Matters

. The General Partner shall be the initial “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (prior to amendment by P.L. 114-74) (the “Tax Matters Partner”) and the Partnership Representative for purposes of Section 6223 of the Code (after amendment by P.L. 114-74). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, in consultation with the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Partner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep the other Partners reasonably informed as



to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, for their review and comment, any settlement or compromise offer with respect to




any disputed item of income, gain, loss, deduction or credit of the Partnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of United States Internal Revenue Service Schedule K-1, and any comparable statements required by applicable United States state or local income tax Law as a result of the Partnership’s activities or investments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners to prepare and file their own tax returns. The Partnership shall use any reasonable method or combination of methods in accordance with Section 706(d) of the Code for the purpose of allocating or specifically allocating items of income, gain, loss, deduction and expense of the Partnership for federal income tax purposes to account for the varying interests of the Partners for the Fiscal Year.

Section 5.09. Other Allocation Provisions

. Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Section 5.03 , Section 5.04 and Section 5.05 may be amended at any time by the General Partner if the General Partner believes such amendment is advisable, so long as any such amendment does not materially change the relative economic interests of the Partners. Furthermore, the General Partner shall use its reasonable best efforts to cause its Subsidiaries to make adjustments to Capital Accounts to reflect an adjustment to the carrying value of such Subsidiaries’ assets consistent with the adjustments to Carrying Values of the Partnership’s assets hereunder.

Article VI

BOOKS AND RECORDS; REPORTS

Section 6.01. Books and Records

.

(a) At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separate books of account for the Partnership.

(b) Except as limited by Section 6.01(c) , each Limited Partner shall have the right to receive, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense:

(i)      a copy of the Delaware Certificate, Cayman Certificate and this Agreement and all amendments thereto or equivalents thereof, together with a copy of the executed copies of all powers of attorney pursuant to which the Delaware Certificate, Cayman Certificate and this Agreement and all amendments thereto have been executed; and

(ii)      promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the three most recent years.




(c) The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole discretion, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes is not in the best interests of the Partnership, could damage the Partnership or its business or that the Partnership is required by law or by agreement with any third party to keep confidential.

Article VII

PARTNERSHIP UNITS

Section 7.01. Units

. Interests in the Partnership shall be represented by Units. As of the date of this Agreement, the Units are comprised of three Classes: Class A Units, Series A Preferred Mirror Units and Series B Preferred Mirror Units. The terms, rights, powers, preferences and duties of the Series A Preferred Mirror Units and the Series B Preferred Mirror Units are as set forth in Article XI and Article XII , respectively. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon the winding up, liquidation and dissolution of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions);
(v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units, the Series A Preferred Mirror Units, the Series B Preferred Mirror Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.

Section 7.02. Register

. The General Partner shall cause to be maintained at the principal office of the Partnership or such other place as the Partnership Law may permit, a register of limited partnership interests and a record of contribution of the Limited Partners (together, the “LP Register”), which shall include such information as may be required by the Partnership Law. The General Partner shall from time to time, update the LP Register as required by the Partnership Law to accurately reflect the information therein and no action of any partner shall be required to amend or update the LP







Register. The LP Register shall not form part of this Agreement. The register of limited partnership interests shall be open to inspection by all Limited Partners at any time for any purpose reasonably related to such Limited Partners interest in the Partnership and the record of contributions shall be available for inspection by any such Limited Partner only with the consent of the General Partner. The LP Register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information with respect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of the Partnership.

Section 7.03. Registered Partners

. The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Partnership Law or other applicable Law.

Article VIII

FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS

Section 8.01. Limited Partner Transfers

.

(a)      Except as provided in clauses (b) and (c) of this Section 8.01 , no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.

(b)      Notwithstanding clause (a) above, and subject to Section 8.03 , each Limited Partner may exchange or otherwise Transfer Common Units in an Exchange Transaction pursuant to the terms of the Exchange Agreement. In the case of a Transfer of Common Units in connection with an Exchange Transaction, the Percentage Interests of the Limited Partners shall be appropriately adjusted to provide for, as applicable, a decrease in the number of Common Units owned by the exchanging Limited Partner and an increase in the number of Common Units owned by APO Corp.




(c)      Notwithstanding clause (a) above, and subject to Section 8.04 , each Limited Partner that is a party to a Roll-up Agreement may exchange or otherwise Transfer Units pursuant to the terms and provisions thereof.

Section 8.02. Encumbrances

. No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units (or any beneficial interest therein) other than Encumbrances that run in favor of the Limited Partner unless the General Partner consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion. Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Any purported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.

Section 8.03. Further Restrictions

. Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if:

(a) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;

(b) such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities laws (including Canadian provincial or territorial securities laws) or would constitute a non- exempt distribution pursuant to applicable provincial or state securities laws;

(c) such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise;

(d) to the extent requested by the General Partner, the Partnership does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to adhere to and be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion; or

(e) such Transfer would create a substantial risk that the Partnership would be classified or otherwise treated other than as a partnership for United States federal income tax purposes.

Section 8.04. Rights of Assignees







. Subject to Section 8.05 and Section 8.06 , the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“Assignee”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.05 or Section 8.06 .

Section 8.05. Admissions, Withdrawals and Removals

.

(a) No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent or ratification of APO Corp. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).

(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.07 .

(c) Except as otherwise provided in Article IX or the Partnership Law, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.

Section 8.06. Admission of Assignees as Substitute Limited Partners

. An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:

(a) the General Partner consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in each case in the General Partner’s sole discretion;

(b) if required by the General Partner, the General Partner receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to adhere to and be bound by this Agreement as a substitute Limited Partner) that are in a form satisfactory to the General Partner (as determined in its sole discretion);

(c) if required by the General Partner, the General Partner receives an opinion of counsel satisfactory to the General Partner to the effect that such Transfer is in compliance with this Agreement and all applicable Law; and




(d) if required by the General Partner, the parties to the Transfer, or any one of them, pays all of the Partnership’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Partnership).

Section 8.07. Withdrawal and Removal of Limited Partners

. If a Limited Partner ceases to hold any Units, then such Limited Partner shall withdraw from the Partnership and shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.

Article IX

DISSOLUTION, LIQUIDATION AND TERMINATION

Section 9.01. No Winding Up

. Except as required by the Partnership Law, the Partnership shall not be required to commence winding up by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be wound up, liquidated, and dissolved only pursuant to the provisions of this Article IX , and the Partners hereby irrevocably waive any and all other rights they may have to cause a winding up and/or dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.

Section 9.02. Events Causing Winding Up

. The Partnership shall be wound up upon the occurrence of any of the following events (each, a “ Dissolution Event ”):

(a) an order of a court of competent jurisdiction for the winding up and dissolution of the Partnership, upon the finding that it is not reasonably practicable to carry on the business of the Partnership in conformity with this Agreement;

(b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners;

(c) the written consent of the General Partner and APO Corp.;

(d) any other event expressly set out in the Partnership Law not inconsistent with any provision hereof causing the winding up of the Partnership under the Partnership Law;

(e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be required to be wound up and subsequently dissolved in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) APO Corp. consents to or ratifies the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the







event that caused the General Partner to cease to be a general partner of the Partnership, within 90 days following notice of any such event being given to all Limited Partners.

Section 9.03. Distribution upon Winding Up

. Upon the commencement of the winding up of the affairs of the Partnership the General Partner, or any other Person designated by the General Partner (the “ Liquidation Agent ”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order:

(a) First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“ Contingencies ”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03 ;

(b) Second, to the holders of the Series A Preferred Mirror Units and the holders of the Series B Preferred Mirror Units, as provided in Article XI and Article XII , respectively; and

(c) The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Percentage Interests.

Section 9.04. Time for Liquidation

. A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

Section 9.05. Termination

. The Partnership shall be dissolved when all of the assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX . Following the completion of the winding up of the Partnership, the General Partner (or the Liquidation Agent, as applicable) shall execute, acknowledge and cause to be filed a notice of dissolution (the “ Notice of Dissolution ”) of the Partnership with the Registrar of Exempted Limited Partnerships of the Cayman Islands and the winding up of the Partnership shall be complete on the filing of the Notice of Dissolution. This Agreement shall terminate upon the filing of the Notice of Dissolution.

Section 9.06. Claims of the Partners




. The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return such Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negative balance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restore such negative balance during the existence of the Partnership, upon winding up or dissolution of the Partnership or otherwise, except to the extent required by the Partnership Law.

Section 9.07. Survival of Certain Provisions

. Notwithstanding anything to the contrary in this Agreement, the provisions of Section
10.02
and Section 13.09 shall survive the dissolution of the Partnership.

Article X

LIABILITY AND INDEMNIFICATION

Section 10.01. Liability of Partners

.

(a)      No Limited Partner shall be liable for any debt, obligation or liability of the Partnership or of any other Partner or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Limited Partner of the Partnership, except to the extent required by the Partnership Law.

(b)      Except as required by law, this Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Partners (including without limitation, the General Partner) hereto or on their respective Affiliates. Further, the Partners hereby eliminate, to the fullest extent permitted by law, any and all fiduciary duties that, absent such elimination, may exist at or be implied by Law or in equity, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Partnership are only as expressly set forth in this Agreement and those required by the Partnership Law.

(c)      Subject to the Partnership Law, to the extent that, at law or in equity, any Partner (including without limitation, the General Partner) has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the Partners (including without limitation, the General Partner) acting under this Agreement will not be liable to the Partnership or to any such other Partner for their good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Partner (including without limitation, the General Partner) otherwise existing at law or in equity to the Partnership or the Partners, are agreed by the Partners to replace or eliminate to that extent such other duties and liabilities of the Partners relating thereto (including without limitation, the General Partner), to the fullest extent permitted by applicable Law.




(d)      The General Partner may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the General Partner on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will, with respect to the Partnership and the other Partners, be full justification for any such act or omission, and the General Partner will be fully protected from liability to the Partnership and the other Partners in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.

(e)      To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any agreement contemplated herein or otherwise applicable provision of law or equity, whenever in this Agreement the General Partner is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, such General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or the Limited Partners, or (ii) in its “good faith” or under another expressed standard, such General Partner shall act under such express standard and shall not be subject to any other or different standards.

Section 10.02. Indemnification

.

(a) The General Partner, the Tax Matters Partner, the Partnership Representative (including, without limitation, for this purpose each former and present director, officer, consultant, advisor, manager, member, employee and stockholder of the General Partner, the Tax Matters Partner or the Partnership Representative) and each Limited Partner (including any former Limited Partner), in his capacity, as such, and to the extent such Limited Partner participates, directly or indirectly, in the Partnership’s activities (each, a “ Covered Person ” and collectively, the “ Covered Persons ”) shall not be liable to the Partnership or, to the extent applicable, to any of the other Partners for any loss, claim, damage or liability occasioned by any acts or omissions in the performance of its services hereunder, unless it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “ Final Adjudication ”) that such loss, claim, damage or liability is due to an act or omission of a Covered Person (i) made in bad faith or with criminal intent or (ii) that adversely affected the Partnership and that failed to satisfy any duty of care owed to the Partnership (as modified by this Agreement) or as otherwise required by Law.

(b) A Covered Person shall be indemnified to the fullest extent permitted by law by the Partnership against any losses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) incurred by or imposed upon him by reason of or in connection with any action taken or omitted by such Covered Person arising out of the Covered Person’s status as a Partner or its activities on behalf of the Partnership, including in connection with any action, suit, investigation or proceeding before any judicial, administrative, regulatory or legislative body or agency to which it may be made a party or otherwise involved or with which it shall be threatened by reason of being or having been the General Partner or by reason of serving or having served as a director, officer, consultant, advisor,




manager, member, partner, employee or stockholder of any enterprise in which the Partnership or any of its Affiliates has or had a financial interest; provided that the Partnership may, but shall not be required to, indemnify a Covered Person with respect to any matter as to which there has been a Final Adjudication that its acts or its failure to act (i) were in bad faith or with criminal intent, or
(ii) were of a nature that makes indemnification by the relevant Affiliate unavailable. The right to indemnification granted by this Section 10.02 shall be in addition to any rights to which a Covered Person may otherwise be entitled and shall inure to the benefit of the successors by operation of law or valid assigns of such Covered Person. The Partnership shall pay the expenses incurred by a Covered Person in defending a civil or criminal action, suit, investigation or proceeding in advance of the final disposition of such action, suit, investigation or proceeding, upon receipt of an undertaking by the Covered Person to repay such payment if there shall be a Final Adjudication that it is not entitled to indemnification as provided herein. In any suit brought by the Covered Person to enforce a right to indemnification hereunder it shall be a defense that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 , and in any suit in the name of the Partnership to recover expenses advanced pursuant to the terms of an undertaking the Partnership shall be entitled to recover such expenses upon Final Adjudication that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 . In any such suit brought to enforce a right to indemnification or to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to an advancement of expenses, shall be on the Partnership (or any Limited Partner acting derivatively or otherwise on behalf of the Partnership or the Limited Partners). The General Partner may not satisfy any right of indemnity or reimbursement granted in this Section 10.02 or to which it may be otherwise entitled except out of the assets of the Partnership (including, without limitation, insurance proceeds and rights pursuant to indemnification agreements), and no Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. The General Partner may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 and obtain appropriate insurance coverage on behalf and at the expense of the Partnership to secure the Partnership’s indemnification obligations hereunder and may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 . Each Covered Person shall be deemed a third party beneficiary (to the extent not a direct party hereto) to this Agreement and, in particular, the provisions of this Section 10.02 .

(c) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or the Partners, the Covered Person shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity to the Partnership or the Partners, are agreed by the Partners to replace or eliminate such other duties and liabilities of each such Covered Person, to the fullest extent permitted by applicable Law.

Article XI




TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS

Section 11.01. Designation

. The Series A Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series A Preferred Mirror Unit shall be identical in all respects to every other Series A Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series A Holder in its capacity as such with respect to Series A Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series A Holders, “Percentage Interest” shall mean, with respect to any holder of Series A Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series A Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series A Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series A Holders or holders of other Parity Units, issue additional Series A Preferred Mirror Units.

Section 11.02. Distributions

.

(a) The Series A Holders shall be entitled to receive with respect to each Series A Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series A Distribution Rate (subject to Section 11.05 of this Agreement) of the Series A Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series A Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the LP Register at the close of business, New York City time, on a Series A Record Date, provided that if the Series A Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the LP Register at the close of business, New York City time, on the Business Day immediately preceding such Series A Record Date.

(b) So long as any Series A Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series A Mirror Interests or (ii) the Series A Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan in order to satisfy associated tax




obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series A Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units.

(c) The General Partner may, in its sole discretion, choose to pay distributions on the Series A Preferred Mirror Units without the payment of any distributions on any Junior Units.

(d) When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series A Preferred Mirror Units or any Parity Units, all distributions declared upon the Series A Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series A Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.

(e) No distributions may be declared or paid or set apart for payment on any Series A Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units, subject to any applicable terms of such outstanding Units.

(f) Series A Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.

(g) The Partnership and the Series A Holders intend that no portion of the distributions paid to the Series A Holders pursuant to this Section 11.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series A Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.

Section 11.03. Rank

. The Series A Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:

(a) junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms







of which provide that such securities shall rank senior to the Series A Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;

(b) equally to any Parity Units; and

(c) senior to any Junior Units. Section 11.04. Redemption
.

(a) Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series A Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.

(b) If the Issuer redeems its Series A Preferred Shares pursuant to a Change of Control Event or a Series A Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series A Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series A Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series A Holders thereof shall cease other than the right to receive the redemption price, without interest.

(c) Without limiting clause (b) of this Section 11.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series A Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series A Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series A Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series A Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series A Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series A Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series A Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series A Preferred Mirror Units without interest.




(d) The Series A Holders shall have no right to require redemption of any Series A Preferred Mirror Units.

Section 11.05. Series A Distribution Rate

. If the distribution rate per annum on the Series A Preferred Shares issued by the Issuer shall increase pursuant to Section 13.5 of the Issuer LLC Agreement, then the Series A Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIII of the Issuer LLC Agreement.

Section 11.06. Allocations

. Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series A Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series A Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series A Holders pursuant to this Section 11.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series A Holders pursuant to the prior sentence and to the Series B Holders pursuant to Section 12.06 , Gross Ordinary Income shall be allocated to the Series A Holders and Series B Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series A Preferred Shares and Series B Preferred Shares respectively in such Fiscal Year.

Section 11.07. Voting

. Notwithstanding any provision in this Agreement or the Partnership Law to the contrary, the Series A Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Partnership action or inaction.

Section 11.08. Liquidation Rights

.

(a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Section 9.03 , the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based



on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 11.08(a) .




(b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.

(c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 11.08 .

(d) Nothing in this Section 11.08 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.

(e) For the purposes of this Section 11.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series A Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1- 02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series A Dissolution Exception ”).

(f) In the event that any member of the Apollo Operating Group liquidates, winds up or dissolves, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series A Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series A Dissolution Exception or (ii) an event where the Issuer’s Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper



notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption




have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.

Section 11.09. No Duties to Series A Holders

. Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series A Holders.

Section 11.10. Coordination Among Apollo Operating Group

. To facilitate compliance with the limitations set forth in Section 11.02(b) and Section 11.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.

Section 11.11. Amendments and Waivers

. Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XI may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.

Section 11.12. Expenses

. It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series A Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series A Preferred Shares by the Issuer (the “ Series A Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series A Preferred Shares to APO Asset Co., LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC),
LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series A Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series A Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.

Article XII

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS




Section 12.01. Designation




. The Series B Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series B Preferred Mirror Unit shall be identical in all respects to every other Series B Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series B Holder in its capacity as such with respect to Series B Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series B Holders, “Percentage Interest” shall mean, with respect to any holder of Series B Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series B Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series B Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series B Holders or holders of other Parity Units, issue additional Series B Preferred Mirror Units.

Section 12.02. Distributions

.

(a) The Series B Holders shall be entitled to receive with respect to each Series B Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series B Distribution Rate (subject to Section 12.05 of this Agreement) of the Series B Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series B Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the LP Register at the close of business, New York City time, on a Series B Record Date, provided that if the Series B Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the LP Register at the close of business, New York City time, on the Business Day immediately preceding such Series B Record Date.

(b) So long as any Series B Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series B Mirror Interests or (ii) the Series B Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan (or any successor or similar plan) in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series B Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units or with proceeds from the substantially concurrent sale of Junior Units.




(c) The General Partner may, in its sole discretion, choose to pay distributions on the Series B Preferred Mirror Units without the payment of any distributions on any Junior Units.

(d) When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series B Preferred Mirror Units or any Parity Units, all distributions declared upon the Series B Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series B Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.

(e) No distributions may be declared or paid or set apart for payment on any Series B Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units, subject to any applicable terms of such outstanding Units.

(f) Series B Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.

(g) The Partnership and the Series B Holders intend that no portion of the distributions paid to the Series B Holders pursuant to this Section 12.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series B Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.

Section 12.03. Rank

. The Series B Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:

(a) junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;

(b) equally to any Parity Units; and







(c) senior to any Junior Units. Section 12.04. Redemption
.

(a) Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series B Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.

(b) If the Issuer redeems its Series B Preferred Shares pursuant to a Change of Control Event or a Series B Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. If the Issuer redeems its Series B Preferred Shares pursuant to a Rating Agency Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.50 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series B Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series B Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series B Holders thereof shall cease other than the right to receive the redemption price, without interest.

(c) Without limiting clause (b) of this Section 12.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series B Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series B Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series B Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series B Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series B Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series B Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series B Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series B Preferred Mirror Units without interest.




(d) The Series B Holders shall have no right to require redemption of any Series B Preferred Mirror Units.

Section 12.05. Series B Distribution Rate

. If the distribution rate per annum on the Series B Preferred Shares issued by the Issuer shall increase pursuant to Section 14.5 of the Issuer LLC Agreement, then the Series B Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIV of the Issuer LLC Agreement.

Section 12.06. Allocations

. Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series B Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series B Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series B Holders pursuant to this Section 12.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series B Holders pursuant to the prior sentence and to the Series A Holders pursuant to Section 11.06 , Gross Ordinary Income shall be allocated to the Series B Holders and Series A Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series B Preferred Shares and Series A Preferred Shares respectively in such Fiscal Year.

Section 12.07. Voting

. Notwithstanding any provision in this Agreement or the Partnership Law to the contrary, the Series B Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series B Holders shall not be required for the taking of any Partnership action or inaction.

Section 12.08. Liquidation Rights

.

(a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series B Preferred Mirror Units in accordance with Section 9.03 , the Series B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based



on the full respective distributable amounts to which each Series B Holder is entitled pursuant to this Section 12.08(a) .




(b) Upon a Dissolution Event, after each Series B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs), such Series B Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.

(c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series B Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 12.08 .

(d) Nothing in this Section 12.08 shall be understood to entitle the Series B Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.

(e) For the purposes of this Section 12.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series B Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1- 02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, wound up or dissolved are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series B Dissolution Exception ”).

(f) In the event that any member of the Apollo Operating Group liquidates, winds up or dissolves, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series B Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series B Dissolution Exception or (ii) an event where the Issuer’s Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper



notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption




have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.

Section 12.09. No Duties to Series B Holders

. Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series B Holders.

Section 12.10. Coordination Among Apollo Operating Group

. To facilitate compliance with the limitations set forth in Section 12.02(b) and Section 12.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.

Section 12.11. Amendments and Waivers

. Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XII may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.

Section 12.12. Expenses

. It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series B Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series B Preferred Shares by the Issuer (the “ Series B Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series B Preferred Shares to APO Asset Co., LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC),
LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series B Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series B Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.

Article XIII

MISCELLANEOUS

Section 13.01. Severability







. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 13.02. Notices

. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13.02 ):

(a)
If to the Partnership, to:

Apollo Principal Holdings VI, L.P.
c/o Apollo Principal Holdings VI GP, LLC 9 West 57 th St., 43 rd Floor
New York, NY 10019

(b)
If to any Limited Partner, to:

Apollo Principal Holdings VI, L.P.
c/o Apollo Principal Holdings VI GP, LLC 9 West 57th St., 43rd Floor
New York, NY 10019

(c)
If to the General Partner, to:

Apollo Principal Holdings VI GP, LLC 9 West 57th St., 43rd Floor
New York, NY 10019 Section 13.03. Cumulative Remedies
. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by Law.

Section 13.04. Binding Effect




. This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

Section 13.05. Interpretation

. Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding provisions of this Agreement.

Section 13.06. Counterparts

. This Agreement may be executed and delivered (including by facsimile transmission or other electronic means) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 13.06 .

Section 13.07. Further Assurances

. Each Limited Partner shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

Section 13.08. Entire Agreement

.

(a) This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

(b) For the avoidance of doubt, each of the Limited Partners that serve as a senior managing director of any of the Apollo Operating Group entities or their Subsidiaries may from time to time enter into agreements with the Partnership in respect of the terms of such service.

Section 13.09. Governing Law

. This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands. To the fullest extent permitted by applicable law, the General Partner and each Limited Partner hereby agree that any claim, action or proceeding by any Limited Partner seeking any relief whatsoever based on, arising out of or in connection with, this Agreement or the Partnership’s business or affairs shall be brought only in the courts located in the Cayman Islands. EACH PARTNER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL




PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY .

Section 13.10. Expenses

. Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.

Section 13.11. Amendments and Waivers

.

(a) This Agreement (including the Annexes hereto) may be amended, supplemented, waived or modified by the written consent of the General Partner, subject to Article XI and Article XII ; provided that any amendment that would have a material adverse effect on the rights or preferences of any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Percentage Interests of the Class affected; provided further , that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment, supplement, waiver or modification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in United States federal income tax regulations, legislation or interpretation; and (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates on which distributions are to be made by the Partnership.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

(c) The General Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(1) (or any similar provision) under which the fair market value of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership and each of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election)







with respect to all partnership interests transferred in connection with the performance of services while the election remains effective, and (iii) any other related amendments.

(d) Except as may be otherwise required by law in connection with the winding- up, liquidation or dissolution of the Partnership, each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Partnership’s property.

(e) Upon obtaining such approvals required by this Agreement and without further action or execution by any other Person, including any Limited Partner, (i) any amendment to this Agreement may be implemented and reflected in a writing executed solely by the General Partner, and (ii) the Limited Partners shall be deemed a party to and bound by such amendment of this Agreement.

Section 13.12. No Third Party Beneficiaries

. Except with respect to the rights of Covered Persons hereunder, each of whom shall be an intended beneficiary and shall be entitled to enforce the provisions of Section 10.02 as if it were a party to this Agreement, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement and such other Persons shall not have any rights under the Contracts (Rights of Third Parties) Law (as amended) to enforce any term of this Agreement. Notwithstanding any term of this Agreement, the consent of or notice to any Person who is not a party to this Agreement shall not be required for any termination, rescission or agreement to any variations, waiver, assignment, novation, release or settlement under the Agreement at any time.

Section 13.13. Headings

. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section 13.14. Construction

. Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extent permitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should be interpreted most strongly against the party who drafted such language.

Section 13.15. Power of Attorney




. Each Limited Partner, by its execution hereof, hereby irrevocably makes, constitutes and appoints the General Partner as its true and lawful agent and attorney in fact, with full power of




substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) all certificates and other instruments (including consents and ratifications which the Limited Partners have agreed to provide upon a matter receiving the agreed support of Limited Partners) deemed advisable by the General Partner to carry out the provisions of this Agreement (including the provisions of Section 8.04 ) and Law or to permit the Partnership to become or to continue as an exempted limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business; (c) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the admission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of this Agreement; (d) all conveyances and other instruments or papers deemed advisable by the General Partner to effect the liquidation and termination of the Partnership; and (e) all fictitious or assumed name certificates required or permitted (in light of the Partnership’s activities) to be filed on behalf of the Partnership. With respect to each Limited Partner, the foregoing power of attorney is intended to secure a proprietary interest of the General Partner and the performance of the obligations of each such Limited Partner, shall be irrevocable and shall survive the bankruptcy of such Limited Partner and may be exercised by the General Partner either by signing separately as attorney in fact for such Limited Partner or executing an instrument, by a single signature of the General Partner acting as attorney in fact for all of them.

Section 13.16. Letter Agreements; Schedules

. Notwithstanding the provisions of this Agreement, including Section 13.11 , it is hereby acknowledged and agreed that the General Partner on its own behalf or on behalf of the Partnership without the approval of any Limited Partner or any other Person may enter into a side letter or similar agreement to or with a Limited Partner which has the effect of establishing rights under, or altering or supplementing the terms of, this Agreement. The parties hereto agree that any terms contained in a side letter or similar agreement to or with a Limited Partner shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement. The General Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.

Section 13.17. Partnership Status

. The parties intend to treat the Partnership as a partnership for United States federal income tax purposes.

[Signature Page Follows]




IN WITNESS WHEREOF , the undersigned, intending to be legally bound hereby, have duly executed this Agreement as a deed of the date first above written.

General Partner:                 APOLLO PRINCIPAL HOLDINGS VI GP, LLC


By:     /s/ Shari Verschell                 
Name:    Shari Verschell
Title:    Vice President


Witness:     Juliette Sandleitner         
Name:    Juliette Sandleitner


Limited Partners:                 APO CORP.


By:     /s/ John J. Suydam                 
Name:    John J. Suydam
Title:    Vice President


Witness:     Tami Pirone              
Name:    Tami Pirone


AP PROFESSIONAL HOLDINGS, L.P.

By:     BRH Holdings GP, Ltd.
its general partner

By:     /s/ John J. Suydam                 
Name:    John J. Suydam
Title:    Vice President


Witness:     Tami Pirone                 
Name:    Tami Pirone






Apollo Principal Holdings VI, L.P.
Fifth Amended and Restated Exempted Limited Partnership Agreement
Signature Page








Annex A

Apollo Principal Holdings I, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings II, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings III, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings IV, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings V, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings VI, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings VII, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings VIII, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings IX, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings X, L.P. and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings XI, LLC and each of its affiliated carry and co-invest vehicles; Apollo Principal Holdings XII, L.P. and each of its affiliated carry and co-invest vehicles; AMH Holdings (Cayman), L.P. and each of its affiliated carry and co-invest vehicles; Apollo Management Holdings, L.P. and each of its affiliated carry and co-invest vehicles
























19500317.1 A4565.149646


Exhibit 10.16

EXECUTION VERSION



FOURTH AMENDED AND RESTATED

EXEMPTED LIMITED PARTNERSHIP AGREEMENT

OF

APOLLO PRINCIPAL HOLDINGS VII, L.P.
Dated March 19, 2018
THE PARTNERSHIP UNITS OF APOLLO PRINCIPAL HOLDINGS VII, L.P. HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.



TABLE OF CONTENTS
Page
DEFINITIONS
2
Section 1.01. Definitions     2
FORMATION, TERM, PURPOSE AND POWERS
12
Section 2.01. Formation     12
Section 2.02. Name     12
Section 2.03. Term     12
Section 2.04. Offices     12
Section 2.05. Agent for Service of Process     12
Section 2.06. Business Purpose     12
Section 2.07. Powers of the General Partner     13
Section 2.08. Partners; Admission of New Partners     13
Section 2.09. Withdrawal     13
MANAGEMENT
13
Section 3.01. General Partner     13
Section 3.02. Compensation     14
Section 3.03. Expenses     14
Section 3.04. Authority of Partners     14
Section 3.05. Action by Written Consent or Ratification     14
DISTRIBUTIONS
15
Section 4.01. Distributions     15
Section 4.02. Liquidation Distribution     16
Section 4.03. Limitations on Distribution     16
Section 4.04. Distributions on Series A Preferred Mirror Units     16
Section 4.05. Distributions on Series B Preferred Mirror Units     16
CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS
16
Section 5.01. Initial Capital Contributions     16
Section 5.02. No Additional Capital Contributions     16
Section 5.03. Capital Accounts     16
Section 5.04. Allocations of Profits and Losses     17
Section 5.05. Special Allocations     17
Section 5.06. Tax Allocations     19
Section 5.07. Tax Advances     19
Section 5.08. Tax Matters     19
Section 5.09. Other Allocation Provisions     20
BOOKS AND RECORDS; REPORTS
20
Section 6.01. Books and Records     20
PARTNERSHIP UNITS
21
Section 7.01. Units     21
Section 7.02. Register     21
Section 7.03. Registered Partners     21
FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS
22
Section 8.01. Limited Partner Transfers     22
Section 8.02. Encumbrances     22
Section 8.03. Further Restrictions     22
Section 8.04. Rights of Assignees     23
Section 8.05. Admissions, Withdrawals and Removals     23
Section 8.06. Admission of Assignees as Substitute Limited Partners     24
Section 8.07. Withdrawal and Removal of Limited Partners     24
DISSOLUTION, LIQUIDATION AND TERMINATION
24
Section 9.01. No Dissolution     24
Section 9.02. Events Causing Winding Up     24
Section 9.03. Distribution upon Winding Up     25
Section 9.04. Time for Liquidation     25
Section 9.05. Termination     25
Section 9.06. Claims of the Partners     26
Section 9.07. Survival of Certain Provisions     26
LIABILITY AND INDEMNIFICATION
26
Section 10.01. Liability of Partners     26
Section 10.02. Indemnification     27
TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS
28
Section 11.01. Designation     28
Section 11.02. Distributions     28
Section 11.03. Rank     30
Section 11.04. Redemption     30
Section 11.05. Series A Distribution Rate     31
Section 11.06. Allocations     31
Section 11.07. Voting     31
Section 11.08. Liquidation Rights     32
Section 11.09. No Duties to Series A Holders     33
Section 11.10. Coordination Among Apollo Operating Group     33
Section 11.11. Amendments and Waivers     33
Section 11.12. Expenses     33
TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS
34
Section 12.01. Designation     34
Section 12.02. Distributions     34
Section 12.03. Rank     36
Section 12.04. Redemption     36
Section 12.05. Series B Distribution Rate     37
Section 12.06. Allocations     37
Section 12.07. Voting     37
Section 12.08. Liquidation Rights     37
Section 12.09. No Duties to Series B Holders     39
Section 12.10. Coordination Among Apollo Operating Group     39
Section 12.11. Amendments and Waivers     39
Section 12.12. Expenses     39
MISCELLANEOUS
39
Section 13.01. Severability     39
Section 13.02. Notices     40
Section 13.03. Cumulative Remedies     40
Section 13.04. Binding Effect     40
Section 13.05. Interpretation     40
Section 13.06. Counterparts     41
Section 13.07. Further Assurances     41
Section 13.08. Entire Agreement     41
Section 13.09. Governing Law     41
Section 13.10. Expenses     41
Section 13.11. Amendments and Waivers     41
Section 13.12. No Third Party Beneficiaries     42
Section 13.13. Headings     43
Section 13.14. Construction     43
Section 13.15. Power of Attorney     43
Section 13.16. Letter Agreements; Schedules     43
Section 13.17. Partnership Status     44

FOURTH AMENDED AND RESTATED
EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF
APOLLO PRINCIPAL HOLDINGS VII, L.P.
This FOURTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT (this “ Agreement ”) of Apollo Principal Holdings VII, L.P. (the “ Partnership ”) is made on the 19th day of March, 2018, by and among Apollo Principal Holdings VII GP, Ltd., an exempted company formed under the laws of the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.
WHEREAS, the Partnership was formed as an exempted limited partnership pursuant to the Act on the execution of the initial Limited Partnership Agreement of the Partnership on August 20, 2008 (the “ Original Agreement ”) by Apollo Principal Holdings VII GP, Ltd., as general partner, and Patrick Head, as limited partner (the “ Initial Limited Partner ”);
WHEREAS, the Partnership was registered as an exempted limited partnership under the laws of the Cayman Islands as evidenced by the certificate of registration (the “ Certificate ”) dated August 20, 2008;
WHEREAS, on August 20, 2008, the Original Agreement was amended and restated (the “ Amended Agreement ”) to permit the admission of the Limited Partners to the Partnership and the withdrawal of the Initial Limited Partner;
WHEREAS, on April 14, 2010, the Amended Agreement was further amended and restated (the “ Second Amended Agreement ”);
WHEREAS, on March 7, 2017, the Second Amended Agreement was further amended and restated (the “ Third Amended Agreement ”) for the purpose of designating the Series A Preferred Mirror Units;
WHEREAS, Section 7.01 of the Third Amended Agreement provides that the General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other classes, and one or more series of any such class, of units into which the interests of the Partnership may be classified or divided, with such designations, preferences, rights, powers and duties (which may be senior to then-existing classes of interests in the Partnership) as shall be determined by the General Partner;
WHEREAS, Section 12.11 of the Third Amended Agreement provides that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect, among other things, any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; and
WHEREAS, pursuant to the aforementioned sections of the Third Amended Agreement, the General Partner desires to establish a new class of interest in the Partnership to be named Series B Preferred Mirror Units, with such designations, preferences, rights, powers and duties as are set forth herein, and, in connection therewith, desires to further amend and restate the Third Amended Agreement as set forth herein (as so further amended and restated, this “ Agreement ”).
NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree as follows:
Article I

DEFINITIONS
Section 1.01.      Definitions . Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):
“ Act ” means the Exempted Limited Partnership Law (as amended) of the Cayman Islands.
“ Additional Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Adjusted Capital Account Balance ” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(c)(4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), and any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
“ Affiliate ” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.
“ Agreement ” has the meaning set forth in the recitals.
“ Amended Agreement ” has the meaning set forth in the recitals.
“ Amended Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ AOG Series A Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series A Preferred Mirror Units.
“ AOG Series B Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series B Preferred Mirror Units.
“ AP Professional ” means AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership.
“ APO Corp. ” means APO Corp., a Delaware corporation.
“ APO (FC) LLC ” means APO (FC), LLC, an Anguilla limited liability company.
“ Apollo Operating Group ” means each of the Partnership, Apollo Principal Holdings I, L.P., a Delaware limited partnership, Apollo Principal Holdings II, L.P., a Delaware limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Delaware limited partnership, Apollo Principal Holdings VI, L.P., a Delaware limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, Apollo Management Holdings, L.P., a Delaware limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, and any successors thereto or other entities formed to serve as holding vehicles for the Issuer’s carry vehicles, management companies or other entities formed to engage in the asset management business (including alternative asset management), as set forth on Annex A , as amended from time to time.
“ Assignee ” has the meaning set forth in Section 8.04 .
“ Assumed Tax Rate ” means the highest effective marginal combined United States federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductibility of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for United States federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.
“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.
“ Capital Account ” means the separate capital account maintained for each Partner in accordance with Section 5.03 .
“ Capital Contribution ” means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), net of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to the Partnership pursuant to Article V.
“ Carrying Value ” means, with respect to any Partnership asset, the asset’s adjusted basis for United States federal income tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of (a) the date of the acquisition of any additional Partnership interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership interest is relinquished to the Partnership; (d) any other date specified in the Treasury Regulations or (e) any other date specified by the General Partner; provided , however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for United States federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.
“ Certificate ” has the meaning set forth in the recitals.
“ Change of Control Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Class ” means the classes of Units into which the interests in the Partnership may be classified or divided from time to time pursuant to the provisions of this Agreement.
“ Class A Shares ” means the Class A Common Shares of the Issuer representing Class A limited liability company interests of the Issuer.
“ Class A Units ” means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.
“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time.
“ Common Units ” means the Class A Units.
“ Contingencies ” has the meaning set forth in Section 9.03(a) .
“ Control ” (including the terms “ Controlled by ” and “ under common Control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.
“ Covered Person ” and “ Covered Persons ” have the meanings set forth in Section 10.02(a) .
“ Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Creditable Foreign Tax ” means a non-United States tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A non-United States tax is a Creditable Foreign Tax for these purposes without regard to whether a partner receiving an allocation of such non-United States tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “Creditable Foreign Tax” in Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.
“ Disabling Event ” means the General Partner ceasing to be the general partner of the Partnership for any of the reasons set out under the Act.
“ Dissolution Event ” has the meaning set forth in Section 9.02 .
“ Distributable Cash ” means cash received by the Partnership from dividends and distributions or other income, other than cash reserves to account for reasonably anticipated expenses and other liabilities, including, without limitation, tax liabilities, as the General Partner may determine to be appropriate.
“ Distribution Payment Date ” means March 15, June 15, September 15 and December 15 of each year, commencing (a) with respect to the Series A Preferred Mirror Units, on June 15, 2017 and (b) with respect to the Series B Preferred Mirror Units, on June 15, 2018.
“ Distribution Period ” means the period from and including a Distribution Payment Date to, but excluding, the next Distribution Payment Date, except that (a) the initial Distribution Period with respect to the Series A Preferred Mirror Units commenced on and included March 7, 2017 and (b) the initial Distribution Period with respect to the Series B Preferred Mirror Units commences on and includes March 19, 2018.
“ Encumbrance ” means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever.
“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended.
“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“ Exchange Agreement ” means the Fifth Amended and Restated Exchange Agreement dated as of April 28, 2017 among the Issuer, the Apollo Operating Group, and the limited partners of the Apollo Operating Group entities from time to time, as amended from time to time.
“ Exchange Transaction ” means an exchange of Class A Units for Class A Shares pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Class A Units to the Issuer, the Partnership or any of their Subsidiaries for other consideration.
“ Final Adjudication ” has the meaning set forth in Section 10.02(a) .
“ Final Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Fiscal Year ” means (i) the period commencing upon the formation of the Partnership and ending on December 31, 2008 or (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31.
“ Fund ” means any pooled investment vehicle or similar entity sponsored or managed, directly or indirectly, by the Issuer or any of its Subsidiaries.
“ General Partner ” means Apollo Principal Holdings VII GP, Ltd., an exempted company formed under the laws of the Cayman Islands or any successor general partner admitted to the Partnership in accordance with the terms of this Agreement, each in its capacity as general partner of the Partnership.
“ Gross Ordinary Income ” means the Partnership’s gross income excluding any gross income attributable to the sale or exchange of “capital assets” as defined in Section 1221 of the Code. Allocations to Series A Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series A Preferred Mirror Units. Allocations to Series B Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series B Preferred Mirror Units.
“ Initial Limited Partner ” has the meaning set forth in the recitals.
“ Issuer ” means Apollo Global Management, LLC, a limited liability company formed under the laws of the State of Delaware, or any successor thereto.
“ Issuer LLC Agreement ” means the Third Amended and Restated Limited Liability Company Agreement of the Issuer dated as of the date hereof.
“ Junior Units ” means Common Units and any other equity securities that the Partnership may issue in the future ranking, as to the payment of distributions, junior to the Series A Preferred Mirror Units and the Series B Preferred Mirror Units.
“ Law ” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Partnership or any Partner, as the case may be.
“ Limited Partner ” means each of the Persons from time to time listed as a limited partner in the books and records of the Partnership, each in their capacity as a limited partner of the Partnership.
“ Liquidation Agent ” has the meaning set forth in Section 9.03 .
“ Liquidation Preference ” means, in respect of any Preferred Units, the “Liquidation Preference” per Preferred Unit specified for such Preferred Units.
“ Net Taxable Income ” has the meaning set forth in Section 4.01(b)(i) .
“ Nonrecourse Deductions ” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a Fiscal Year equals the net increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that Fiscal Year, determined according to the provisions of Treasury Regulations Section 1.704-2(c).
“ Original Agreement ” has the meaning set forth in the recitals.
“ Parity Units ” means any Partnership securities, including Preferred Units, that the Partnership has authorized or issued or may authorize or issue, the terms of which provide that such securities shall rank equally with the Series A Preferred Mirror Units and the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event. For purposes of this definition, the Series A Preferred Mirror Units shall be treated as Parity Units with respect to the Series B Preferred Mirror Units and the Series B Preferred Mirror Units shall be treated as Parity Units with respect to the Series A Preferred Mirror Units.
“ Partner Nonrecourse Debt Minimum Gain ” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3).
“ Partner Nonrecourse Deductions ” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2).
“ Partners ” means, at any time, each person listed as a partner (including the General Partner) on the books and records of the Partnership, in each case for so long as he, she or it remains a partner of the Partnership as provided hereunder.
“ Partnership ” has the meaning set forth in the recitals.
“ Partnership Minimum Gain ” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).
“ Partnership Representative ” means the “partnership representative” as defined in Section 6223 of the Code after amendment by P.L. 114-74.
“ Percentage Interest ” means, with respect to any Partner and subject to Section 11.01 and Section 12.01 , the quotient obtained by dividing the number of Units then owned by such Partner by the number of Units then owned by all Partners.
“ Permitted Jurisdiction ” means the United States or any state thereof, Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Gibraltar, Ireland, Italy, Luxembourg, the Netherlands, Switzerland, the United Kingdom or British Crown Dependencies, any other member country of the Organization for Economic Co-operation and Development, or any political subdivision of any of the foregoing.
“ Permitted Reorganization ” means the (i) voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership into another exempted limited partnership pursuant to provisions of this Agreement that allow the Partnership to convert, merge or convey its assets to another entity with or without General Partner approval, (ii) for purposes of Section 11.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series A Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series A Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval or (iii) for purposes of Section 12.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series B Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series B Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval.
“ Permitted Transfer ” means the sale, conveyance, exchange or transfer, for cash, shares of capital stock, securities or other consideration, of all or substantially all of the Partnership’s property or assets or the consolidation, merger or amalgamation of the Partnership with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into the Partnership.
“ Person ” means any individual, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.
“ Portfolio Company ” means any Person in which any Fund owns or has made, directly or indirectly, an investment.
“ Preferred Units ” means (i) the Series A Preferred Mirror Units, (ii) the Series B Preferred Mirror Units and (iii) any other Class of Units that entitles the Record Holders thereof to a preference or priority over the Record Holders of any other Class of Units in the right to share profits or losses or items thereof, the right to share in Partnership distributions or rights upon dissolution or liquidation of the Partnership.
“ Profits ” and “ Losses ” means, for each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for United States federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from United States federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the United States federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis; provided that if the United States federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses; and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.
“ Rating Agency Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Record Date ” means a date established by the General Partner in its sole discretion for determining the identity of Record Holders entitled to receive a distribution.
“ Record Holder ” or “ holder ” means, with respect to any Units, the Person in whose name such Units are registered on the books of the Partnership as of the opening of business on a particular Business Day.
“ Roll-up Agreements ” mean collectively, each Roll-up Agreement, by and among BRH Holdings, L.P., a Cayman Islands exempted limited partnership, AP Professional, the Issuer, APO Asset Co., LLC, a Delaware limited liability company, APO Corp., and an employee of the Issuer or one of its Subsidiaries, dated as of July 13, 2007, each as amended, restated, supplemented or otherwise modified from time to time.
“ SEC ” means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.
“ Second Amended Agreement ” has the meaning set forth in the recitals.
“ Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“ Series A Dissolution Exception ” has the meaning set forth in Section 11.08(e) .
“ Series A Distribution Rate ” means 6.375%.
“ Series A Holder ” means a holder of Series A Preferred Mirror Units.
“ Series A Liquidation Preference ” means $25.00 per Series A Preferred Mirror Unit. The Series A Liquidation Preference shall be the “ Liquidation Preference ” with respect to the Series A Preferred Mirror Units.
“ Series A Offering Expenses ” has the meaning set forth in Section 11.12 .
“ Series A Preferred Mirror Unit ” means a 6.375% Series A Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XI .
“ Series A Preferred Shares ” means the 6.375% Series A Preferred Shares of the Issuer.
“ Series A Record Date ” means, with respect to any Distribution Payment Date, the March 1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series A Record Dates shall apply regardless of whether a particular Series A Record Date is a Business Day. The Series A Record Dates shall constitute Record Dates with respect to the Series A Preferred Mirror Units for the purpose of distributions on the Series A Preferred Mirror Units.
“ Series A Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Series B Dissolution Exception ” has the meaning set forth in Section 12.08(e) .
“ Series B Distribution Rate ” means 6.375%.
“ Series B Holder ” means a holder of Series B Preferred Mirror Units.
“ Series B Liquidation Preference ” means $25.00 per Series B Preferred Mirror Unit. The Series B Liquidation Preference shall be the “Liquidation Preference” with respect to the Series B Preferred Mirror Units.
“ Series B Offering Expenses ” has the meaning set forth in Section 12.12 .
“ Series B Preferred Mirror Unit ” means a 6.375% Series B Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XII .
“ Series B Preferred Shares ” means the 6.375% Series B Preferred Shares of the Issuer.
“ Series B Record Date ” means, with respect to any Distribution Payment Date, the March 1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series B Record Dates shall apply regardless of whether a particular Series B Record Date is a Business Day. The Series B Record Dates shall constitute Record Dates with respect to the Series B Preferred Mirror Units for the purpose of distributions on the Series B Preferred Mirror Units.
“ Series B Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Similar Law ” means any law or regulation that could cause the underlying assets of the Partnership to be treated as assets of the Limited Partner by virtue of its limited partner interest in the Partnership and thereby subject the Partnership and the General Partner (or other persons responsible for the investment and operation of the Partnership’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.
“ Subsidiary ” means, with respect to any Person, as of any date of determination, any other Person as to which such Person owns, directly or indirectly, or otherwise controls, more than 50% of the voting shares or other similar interests or the sole general partner interest or managing member or similar interest of such Person. The term “Subsidiary” does not include at any time any Funds or Portfolio Companies.
“ Substantially All Merger ” means a merger or consolidation of one or more members of the Apollo Operating Group with or into another Person that would, in one or a series of related transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the combined assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.
“ Substantially All Sale ” means a sale, assignment, transfer, lease or conveyance, in one or a series of related transactions, directly or indirectly, of all or substantially all of the assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.
“ Tax Advances ” has the meaning set forth in Section 5.07 .
“ Tax Amount ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Distributions ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Matters Partner ” has the meaning set forth in Section 5.08 .
“ Third Amended Agreement ” has the meaning set forth in the recitals.
“ Transfer ” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law, including, without limitation, the exchange of any Unit for any other security.
“ Treasury Regulations ” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).
“ Units ” means the Class A Units and any other Class of Units authorized in accordance with this Agreement, including the Series A Preferred Mirror Units and the Series B Preferred Mirror Units, which shall constitute interests in the Partnership as provided in this Agreement and under the Act; entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of this Agreement.
“ 2007 Omnibus Equity Incentive Plan ” means the Issuer’s 2007 Omnibus Equity Incentive Plan, as amended, restated, supplemented or otherwise modified from time to time.
Article II     

FORMATION, TERM, PURPOSE AND POWERS
Section 2.01.      Formation . The Partnership was formed as an exempted limited partnership under the provisions of the Act on August 20, 2008. The Partnership is hereby continued pursuant to the Act and this Agreement. If requested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of an exempted limited partnership under the laws of the Cayman Islands, (b) if the General Partner deems it advisable, the operation of the Partnership as an exempted limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.
Section 2.02.      Name . The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, Apollo Principal Holdings VII, L.P.
Section 2.03.      Term . The term of the Partnership commenced on the date of the issuance of the Certificate, and the term shall continue until the winding up and dissolution of the Partnership in accordance with Article IX. The existence of the Partnership shall continue until cancellation of the Certificate in the manner required by the Act.
Section 2.04.      Offices . The Partnership may have offices at such places as the General Partner from time to time may select.
Section 2.05.      Agent for Service of Process . The Partnership’s registered office and registered agent for service of process in the Cayman Islands shall be Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, KY1-9008, Cayman Islands or as otherwise determined by the General Partner from time to time.
Section 2.06.      Business Purpose . The Partnership shall have the power to engage in any lawful act or activity for which exempted limited partnerships may be formed under the Act and engage in any and all activities necessary or incidental thereto.
Section 2.07.      Powers of the General Partner . Subject to the limitations set forth in this Agreement, the General Partner will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06 .
Section 2.08.      Partners; Admission of New Partners . Each of the Partners of the Partnership hereby continues as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Act, except as is otherwise expressly provided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time to time as a new Partner in accordance with Section 8.05 and Section 8.06 ; provided , however, that each new Partner shall execute and deliver to the General Partner an appropriate supplement or counterpart or instrument of adherence to this Agreement pursuant to which the new Partner agrees to be bound by the terms and conditions of the Agreement, as it may be amended from time to time.
Section 2.09.      Withdrawal . No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Units owned by such Partner in accordance with Article VIII; provided , however, that a new General Partner or substitute General Partner may be admitted to the Partnership in accordance with Section 8.05 .
Article III     

MANAGEMENT
Section 3.01.      General Partner .
(a)      The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.
(b)      The Partners hereby agree that the Partnership, acting by the General Partner, shall be and hereby is authorized to (i) open bank accounts on behalf of the Partnership in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Partnership on deposit in such accounts, as may be deemed by the General Partner to be necessary, appropriate or otherwise in the best interests of the Partnership and, in connection therewith, execute any form of required resolution necessary to open any such bank accounts; (ii) prepare, execute and file with the appropriate authorities such federal, state or local applications, forms and papers on behalf of the Partnership as may be required by law or deemed by the General Partner to be necessary, appropriate or otherwise in the best interests of the Partnership, as applicable; and (iii) pay on behalf of the Partnership any and all fees and expenses incident to and necessary to perfect the organization of the Partnership. Notwithstanding any other provision of this Agreement, the Partnership, acting by the General Partner, is hereby authorized to enter into, and to perform its obligations under, the aforementioned agreements, deeds, receipts, certificates, filings and other documents, without any consent of any Limited Partner, but such authorization shall not be deemed a restriction on the power of the Partnership or the General Partner acting on behalf of the Partnership to enter into, and to perform its obligations under, other agreements on behalf of the Partnership. The Partners agree that the General Partner may execute the aforementioned agreements, deeds, receipts, certificates, filings and other documents on behalf of the Partnership that the General Partner deems appropriate and that any prior acts of the Partnership and the General Partner acting on behalf of the Partnership, consistent with the foregoing authorizations, are hereby ratified and confirmed.
Section 3.02.      Compensation . The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacity as General Partner.
Section 3.03.      Expenses . The Partnership shall bear and/or reimburse (i) the General Partner for any expenses incurred by the General Partner in connection with serving as the general partner of the Partnership, and (ii) Issuer and APO (FC) LLC, with respect to the Partnership’s allocable share of any expenses solely incurred by or attributable to the Issuer or APO (FC) LLC but excluding obligations incurred under the Tax Receivable Agreement, dated as of July 13, 2007 among APO Corp. and the Apollo Operating Group entities party thereto, by the Issuer, income tax expenses of the Issuer or APO (FC) LLC and indebtedness incurred by the Issuer or APO (FC) LLC.
Section 3.04.      Authority of Partners . No Limited Partner, in its capacity as such, shall participate in or have any control over the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. No Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.
Section 3.05.      Action by Written Consent or Ratification . Any action required or permitted to be taken by the Partners pursuant to this Agreement shall be taken if all Partners whose consent or ratification is required consent thereto or provide a consent or ratification in writing.
Article IV     

DISTRIBUTIONS
Section 4.01.      Distributions .
(a)      Subject to Section 4.04 , Article XI and Article XII , all distributions of Distributable Cash shall be made, at the discretion of the General Partner, to the Limited Partners pro rata in accordance with their respective Percentage Interests.
(b)      Tax Distributions .
(i)      Subject to Section 4.04 , Article XI and Article XII , in addition to the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year will give rise to taxable income for the Partners (“ Net Taxable Income ”), the General Partner shall cause the Partnership to distribute Distributable Cash in respect of income tax liabilities (the “ Tax Distributions ”) to the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities, provided that distributions pursuant to Section 4.02 and allocations pursuant to Section 5.04 related to such distributions shall not be taken into account for purposes of this Section 4.01(b) . The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance with Article V, multiplied by the Assumed Tax Rate (the “ Tax Amount ”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored. Any Tax Distributions shall be made to all Partners, whether or not they are subject to such applicable United States federal, state and local taxes, pro rata in accordance with their Percentage Interest.
(ii)      Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner: (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “ Amended Tax Amount ”), and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “ Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount for such Fiscal Year (the “ Final Tax Amount ”) and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (the “ Additional Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein.
Section 4.02.      Liquidation Distribution . Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03 .
Section 4.03.      Limitations on Distribution . Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall not make a Partnership distribution to any Partner if such distribution would violate the Act or other applicable Law.
Section 4.04.      Distributions on Series A Preferred Mirror Units . No distributions shall be made with respect to the Series A Preferred Mirror Units except as permitted under Article XI . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series A Preferred Mirror Units.
Section 4.05.      Distributions on Series B Preferred Mirror Units . No distributions shall be made with respect to the Series B Preferred Mirror Units except as permitted under Article XII . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series B Preferred Mirror Units.
Article V     

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;
TAX ALLOCATIONS; TAX MATTERS
Section 5.01.      Initial Capital Contributions . The Partners have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Class A Units, Series A Preferred Mirror Units and/or Series B Preferred Mirror Units as specified in the books and records of the Partnership.
Section 5.02.      No Additional Capital Contributions . Except as otherwise provided in this Article V, no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional Capital Contributions to the Partnership without the consent of the General Partner.
Section 5.03.      Capital Accounts . A separate capital account (a “ Capital Account ”) shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s Capital Contributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05 ; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04 , any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 5.05 , and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest. The Capital Account balance of each holder of Series A Preferred Mirror Units with respect to each Series A Preferred Mirror Unit shall equal the Liquidation Preference per Series A Preferred Mirror Unit as of the date such Series A Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XI . The Capital Account balance of each holder of Series B Preferred Mirror Units with respect to each Series B Preferred Mirror Unit shall equal the Liquidation Preference per Series B Preferred Mirror Unit as of the date such Series B Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XII .
Section 5.04.      Allocations of Profits and Losses . Except as otherwise provided in this Agreement (including Section 11.06 and Section 12.06 ), Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in respect of any Common Units held by a Partner in a manner such that the Capital Account of each Partner holding Common Units after giving effect to the special allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.
Section 5.05.      Special Allocations . Notwithstanding any other provision in this Article V:
(a)      Minimum Gain Chargeback . If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners holding Common Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4).
(b)      Qualified Income Offset . If any Partner holding Common Units unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.
(c)      Gross Income Allocation . If any Partner holding Common Units has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.
(d)      Nonrecourse Deductions . Nonrecourse Deductions shall be allocated to the Partners in accordance with their respective Percentage Interests.
(e)      Partner Nonrecourse Deductions . Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j).
(f)      Creditable Foreign Taxes . Creditable Foreign Taxes for any taxable period attributable to the Partnership, or an entity owned directly or indirectly by the Partnership, shall be allocated to the Partners in proportion to the Partners’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Foreign Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 5.05(f) are intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.
(g)      Ameliorative Allocations . Any special allocations of income or gain pursuant to Section 5.05(b) or (c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g) , so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Section 5.05(b) or (c) had not occurred.
Section 5.06.      Tax Allocations . For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses, and specially allocated items, including items of Gross Ordinary Income allocated pursuant to Section 11.06 and Section 12.06 , are allocated for Capital Account purposes; provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for United States federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the difference between the Carrying Value and the adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make such allocations for tax purposes as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.
Section 5.07.      Tax Advances . To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to make tax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“ Tax Advances ”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of this Agreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or make a tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b) ) with respect to income attributable to or distributions or other payments to such Partner.
Section 5.08.      Tax Matters . The General Partner shall be the initial “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (prior to amendment by P.L. 114-74) (the “ Tax Matters Partner ”) and the Partnership Representative for purposes of Section 6223 of the Code (after amendment by P.L. 114-74). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, in consultation with the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Partner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep the other Partners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Partnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of United States Internal Revenue Service Schedule K-1, and any comparable statements required by applicable United States state or local income tax Law as a result of the Partnership’s activities or investments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners to prepare and file their own tax returns. The Partnership shall use any reasonable method or combination of methods in accordance with Section 706(d) of the Code for the purpose of allocating or specifically allocating items of income, gain, loss, deduction and expense of the Partnership for federal income tax purposes to account for the varying interests of the Partners for the Fiscal Year.
Section 5.09.      Other Allocation Provisions . Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1 (b) and shall be interpreted and applied in a manner consistent with such regulations. Section 5.03 , Section 5.04 and Section 5.05 may be amended at any time by the General Partner if the General Partner believes such amendment is advisable, so long as any such amendment does not materially change the relative economic interests of the Partners. Furthermore, the General Partner shall use its reasonable best efforts to cause its Subsidiaries to make adjustments to Capital Accounts to reflect an adjustment to the carrying value of such Subsidiaries’ assets consistent with the adjustments to Carrying Values of the Partnership’s assets hereunder.
Article VI     

BOOKS AND RECORDS; REPORTS
Section 6.01.      Books and Records .
(a)      At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separate books of account for the Partnership.
(b)      Except as limited by Section 6.01(c) , each Limited Partner shall have the right to receive, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense:
(i)      a copy of the Certificate and this Agreement and all amendments thereto, together with a copy of the executed copies of all powers of attorney (if applicable) pursuant to which the Certificate and this Agreement and all amendments thereto have been executed; and
(ii)      promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the three most recent years.
(c)      The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole discretion, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes is not in the best interests of the Partnership, could damage the Partnership or its business or that the Partnership is required by law or by agreement with any third party to keep confidential.
Article VII     

PARTNERSHIP UNITS
Section 7.01.      Units . Interests in the Partnership shall be represented by Units. As of the date of this Agreement, the Units are comprised of three Classes: Class A Units, Series A Preferred Mirror Units and Series B Preferred Mirror Units. The terms, rights, powers, preferences and duties of the Series A Preferred Mirror Units and the Series B Preferred Mirror Units are as set forth in Article XI and Article XII , respectively. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon the winding up, liquidation and dissolution of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units, the Series A Preferred Mirror Units, the Series B Preferred Mirror Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.
Section 7.02.      Register . The register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information with respect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of the Partnership.
Section 7.03.      Registered Partners . The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.
Article VIII     

FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS
Section 8.01.      Limited Partner Transfers .
(a) No Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.
(b)      Subject to Section 8.03 , the General Partner may consider consenting to an exchange or Transfer of Common Units in an Exchange Transaction pursuant to the terms of the Exchange Agreement. In the case of a Transfer of Common Units in connection with an Exchange Transaction, the Percentage Interests of the Limited Partners shall be appropriately adjusted to provide for, as applicable, a decrease in the number of Common Units owned by the exchanging Limited Partner and an increase in the number of Common Units owned by APO (FC) LLC.
(c)      Subject to Section 8.04 , the General Partner may consider consenting to an exchange or Transfer of Units by a Limited Partner that is a party to a Roll-up Agreement pursuant to the terms and provisions thereof.
Section 8.02.      Encumbrances . No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units (or any beneficial interest therein) unless the General Partner consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion. Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Any purported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.
Section 8.03.      Further Restrictions . Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if:
(a)      such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;
(b)      such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws;
(c)      such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise;
(d)      to the extent requested by the General Partner, the Partnership does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion; or
(e)      such Transfer would create a substantial risk that the Partnership would be classified or otherwise treated other than as a partnership for United States federal income tax purposes.
Section 8.04.      Rights of Assignees . Subject to Section 8.05 and Section 8.06 , the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“ Assignee ”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.05 or Section 8.06 .
Section 8.05.      Admissions, Withdrawals and Removals .
(a)      No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent or ratification of APO (FC) LLC. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn). The outgoing General Partner shall execute such documents as must be filed with the Registrar of Exempted Limited Partnerships in the Cayman Islands to reflect a change in the General Partner.
(b)      No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.07 .
(c)      Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Section 8.06.      Admission of Assignees as Substitute Limited Partners . An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:
(a)      the General Partner consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in each case in the General Partner’s sole discretion;
(b)      if required by the General Partner, the General Partner receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Limited Partner) that are in a form satisfactory to the General Partner (as determined in its sole discretion);
(c)      if required by the General Partner, the General Partner receives an opinion of counsel satisfactory to the General Partner to the effect that such Transfer is in compliance with this Agreement and all applicable Law; and
(d)      if required by the General Partner, the parties to the Transfer, or any one of them, pays all of the Partnership’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Partnership).
Section 8.07.      Withdrawal and Removal of Limited Partners . If a Limited Partner ceases to hold any Units, then such Limited Partner shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.
Article IX     

DISSOLUTION, LIQUIDATION AND TERMINATION
Section 9.01.      No Dissolution . Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be wound up, liquidated, dissolved and terminated only pursuant to the provisions of this Article IX , and the Partners hereby irrevocably waive any and all other rights they may have to cause a winding up and/or dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.
Section 9.02.      Events Causing Winding Up . The Partnership shall be wound up upon the occurrence of any of the following events (each, a “ Dissolution Event ”):
(a)      an order of the Grand Court of the Cayman Islands pursuant to the Act;
(b)      any event which makes it unlawful for the business of the Partnership to be carried on by the Partners;
(c)      the written consent of the General Partner and APO (FC) LLC;
(d)      any other event expressly set out in the Act not inconsistent with any provision hereof requiring the Partnership to be wound up and dissolved;
(e)      the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) APO (FC) LLC consents to or ratifies the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 90 days following the occurrence of any such event.
Section 9.03.      Distribution upon Winding Up . Upon the commencement of the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “ Liquidation Agent ”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof and otherwise in accordance with Section 15(1) of the Act (to the extent applicable) and this Agreement. The proceeds of any liquidation shall be applied and distributed in the following order:
(a)      First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“ Contingencies ”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03 ;
(b)      Second, to the holders of the Series A Preferred Mirror Units and the holders of the Series B Preferred Mirror Units, as provided in Article XI and Article XII , respectively; and
(c)      The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Percentage Interests.
Section 9.04.      Time for Liquidation . A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.
Section 9.05.      Termination . The Partnership shall terminate when all of the assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX , and the General Partner or the Liquidation Agent (as applicable) shall then file a notice of dissolution with the Registrar of Exempted Limited Partnerships in the Cayman Islands.
Section 9.06.      Claims of the Partners . The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return such Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negative balance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restore such negative balance during the existence of the Partnership, upon dissolution or termination of the Partnership or otherwise, except to the extent required by the Act.
Section 9.07.      Survival of Certain Provisions . Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.02 and Section 13.09 shall survive the termination of the Partnership.
Article X     

LIABILITY AND INDEMNIFICATION
Section 10.01.      Liability of Partners .
(a) No Limited Partner shall be liable for any debt, obligation or liability of the Partnership or of any other Partner or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Partner of the Partnership, except to the extent required by the Act.
(b)      This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Limited Partners hereto or on their respective Affiliates. Further, the Limited Partners hereby waive any and all fiduciary duties that, absent such waiver, may exist at or be implied by Law or in equity, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Partnership are only as expressly set forth in this Agreement and those required by the Act.
(c)      Subject to the Act, to the extent that, at law or in equity, any Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the Partners acting under this Agreement will not be liable to the Partnership or to any such other Partner for their good faith reliance on the provisions of this Agreement. Subject to the Act, the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Partner otherwise existing at law or in equity, are agreed by the Partners to replace to that extent such other duties and liabilities of the Partners relating thereto.
(d)      The General Partner may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the General Partner on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will be full justification for any such act or omission, and the General Partner will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.
Section 10.02.      Indemnification .
(a)      The General Partner, the Tax Matters Partner, the Partnership Representative (including, without limitation, for this purpose each former and present director, officer, consultant, advisor, manager, member, employee and stockholder of the General Partner, the Tax Matters Partner or the Partnership Representative) and each Limited Partner (including any former Limited Partner), in his capacity, as such, and to the extent such Limited Partner participates, directly or indirectly, in the Partnership’s activities (each, a “ Covered Person ” and collectively, the “ Covered Persons ”) shall not be liable to the Partnership or, to the extent applicable, to any of the other Partners for any loss, claim, damage or liability occasioned by any acts or omissions in the performance of its services hereunder, unless it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “ Final Adjudication ”) that such loss, claim, damage or liability is due to an act or omission of a Covered Person (i) made in bad faith or with criminal intent or (ii) that adversely affected the Partnership and that failed to satisfy the duty of care owed pursuant to the Partnership or as otherwise required by law.
(b)      A Covered Person shall be indemnified to the fullest extent permitted by law by the Partnership against any losses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) incurred by or imposed upon him by reason of or in connection with any action taken or omitted by such Covered Person arising out of the Covered Person’s status as a Partner or its activities on behalf of the Partnership, including in connection with any action, suit, investigation or proceeding before any judicial, administrative, regulatory or legislative body or agency to which it may be made a party or otherwise involved or with which it shall be threatened by reason of being or having been the General Partner or by reason of serving or having served as a director, officer, consultant, advisor, manager, member, partner, employee or stockholder of any enterprise in which the Partnership or any of its Affiliates has or had a financial interest; provided that the Partnership may, but shall not be required to, indemnify a Covered Person with respect to any matter as to which there has been a Final Adjudication that its acts or its failure to act (i) were in bad faith or with criminal intent, or (ii) were of a nature that makes indemnification by the relevant Affiliate unavailable. The right to indemnification granted by this Section 10.02 shall be in addition to any rights to which a Covered Person may otherwise be entitled and shall inure to the benefit of the successors by operation of law or valid assigns of such Covered Person. The Partnership shall pay the expenses incurred by a Covered Person in defending a civil or criminal action, suit, investigation or proceeding in advance of the final disposition of such action, suit, investigation or proceeding, upon receipt of an undertaking by the Covered Person to repay such payment if there shall be a Final Adjudication that it is not entitled to indemnification as provided herein. In any suit brought by the Covered Person to enforce a right to indemnification hereunder it shall be a defense that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 , and in any suit in the name of the Partnership to recover expenses advanced pursuant to the terms of an undertaking the Partnership shall be entitled to recover such expenses upon Final Adjudication that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 . In any such suit brought to enforce a right to indemnification or to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to an advancement of expenses, shall be on the Partnership (or any Limited Partner acting derivatively or otherwise on behalf of the Partnership or the Limited Partners). The General Partner may not satisfy any right of indemnity or reimbursement granted in this Section 10.02 or to which it may be otherwise entitled except out of the assets of the Partnership (including, without limitation, insurance proceeds and rights pursuant to indemnification agreements), and no Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. The General Partner may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 and obtain appropriate insurance coverage on behalf and at the expense of the Partnership to secure the Partnership’s indemnification obligations hereunder and may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 . Each Covered Person shall be deemed a third party beneficiary (to the extent not a direct party hereto) to this Agreement and, in particular, the provisions of this Section 10.02 .
(c)      To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or the Partners, the Covered Person shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement. Subject to the Act, the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of each such Covered Person.
Article XI     

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS
Section 11.01.      Designation . The Series A Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series A Preferred Mirror Unit shall be identical in all respects to every other Series A Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series A Holder in its capacity as such with respect to Series A Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series A Holders, “Percentage Interest” shall mean, with respect to any holder of Series A Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series A Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series A Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series A Holders or holders of other Parity Units, issue additional Series A Preferred Mirror Units.
Section 11.02.      Distributions .
(a)      The Series A Holders shall be entitled to receive with respect to each Series A Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series A Distribution Rate (subject to Section 11.05 of this Agreement) of the Series A Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series A Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the Partnership’s register at the close of business, New York City time, on a Series A Record Date, provided that if the Series A Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the Partnership’s register at the close of business, New York City time, on the Business Day immediately preceding such Series A Record Date.
(b)      So long as any Series A Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series A Mirror Interests or (ii) the Series A Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series A Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units.
(c)      The General Partner may, in its sole discretion, choose to pay distributions on the Series A Preferred Mirror Units without the payment of any distributions on any Junior Units.
(d)      When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series A Preferred Mirror Units or any Parity Units, all distributions declared upon the Series A Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series A Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.
(e)      No distributions may be declared or paid or set apart for payment on any Series A Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units, subject to any applicable terms of such outstanding Units.
(f)      Series A Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.
(g)      The Partnership and the Series A Holders intend that no portion of the distributions paid to the Series A Holders pursuant to this Section 11.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series A Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.
Section 11.03.      Rank . The Series A Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:
(a)      junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series A Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;
(b)      equally to any Parity Units; and
(c)      senior to any Junior Units.
Section 11.04.      Redemption .
(a)      Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series A Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.
(b)      If the Issuer redeems its Series A Preferred Shares pursuant to a Change of Control Event or a Series A Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series A Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series A Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series A Holders thereof shall cease other than the right to receive the redemption price, without interest.
(c)      Without limiting clause (b) of this Section 11.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series A Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series A Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series A Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series A Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series A Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series A Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series A Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series A Preferred Mirror Units without interest.
(d)      The Series A Holders shall have no right to require redemption of any Series A Preferred Mirror Units.
Section 11.05.      Series A Distribution Rate . If the distribution rate per annum on the Series A Preferred Shares issued by the Issuer shall increase pursuant to Section 13.5 of the Issuer LLC Agreement, then the Series A Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIII of the Issuer LLC Agreement.

Section 11.06.      Allocations . Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series A Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series A Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series A Holders pursuant to this Section 11.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series A Holders pursuant to the prior sentence and to the Series B Holders pursuant to Section 12.06 , Gross Ordinary Income shall be allocated to the Series A Holders and Series B Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series A Preferred Shares and Series B Preferred Shares respectively in such Fiscal Year.
Section 11.07.      Voting . Notwithstanding any provision in this Agreement or the Act to the contrary, the Series A Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Partnership action or inaction.
Section 11.08.      Liquidation Rights .
(a)      Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Section 9.03 , the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 11.08(a) .
(b)      Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.
(c)      If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 11.08 .
(d)      Nothing in this Section 11.08 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.
(e)      For the purposes of this Section 11.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series A Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series A Dissolution Exception ”).
(f)      In the event that any member of the Apollo Operating Group liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series A Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series A Dissolution Exception or (ii) an event where the Issuer’s Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.
Section 11.09.      No Duties to Series A Holders . Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series A Holders.
Section 11.10.      Coordination Among Apollo Operating Group . To facilitate compliance with the limitations set forth in Section 11.02(b) and Section 11.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.
Section 11.11.      Amendments and Waivers . Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XI may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.
Section 11.12.      Expenses . It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series A Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series A Preferred Shares by the Issuer (the “ Series A Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series A Preferred Shares to APO Asset Co., LLC, APO (FC) LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC), LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series A Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series A Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.
Article XII     

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS
Section 12.01.      Designation . The Series B Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series B Preferred Mirror Unit shall be identical in all respects to every other Series B Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series B Holder in its capacity as such with respect to Series B Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series B Holders, “Percentage Interest” shall mean, with respect to any holder of Series B Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series B Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series B Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series B Holders or holders of other Parity Units, issue additional Series B Preferred Mirror Units.
Section 12.02.      Distributions .
(a)      The Series B Holders shall be entitled to receive with respect to each Series B Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series B Distribution Rate (subject to Section 12.05 of this Agreement) of the Series B Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series B Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the Partnership’s register at the close of business, New York City time, on a Series B Record Date, provided that if the Series B Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the Partnership’s register at the close of business, New York City time, on the Business Day immediately preceding such Series B Record Date.
(b)      So long as any Series B Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series B Mirror Interests or (ii) the Series B Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan (or any successor or similar plan) in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series B Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units or with proceeds from the substantially concurrent sale of Junior Units.
(c)      The General Partner may, in its sole discretion, choose to pay distributions on the Series B Preferred Mirror Units without the payment of any distributions on any Junior Units.
(d)      When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series B Preferred Mirror Units or any Parity Units, all distributions declared upon the Series B Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series B Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.
(e)      No distributions may be declared or paid or set apart for payment on any Series B Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units, subject to any applicable terms of such outstanding Units.
(f)      Series B Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.
(g)      The Partnership and the Series B Holders intend that no portion of the distributions paid to the Series B Holders pursuant to this Section 12.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series B Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.
Section 12.03.      Rank . The Series B Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:
(a)      junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;
(b)      equally to any Parity Units; and
(c)      senior to any Junior Units.
Section 12.04.      Redemption .
(a)      Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series B Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.
(b)      If the Issuer redeems its Series B Preferred Shares pursuant to a Change of Control Event or a Series B Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. If the Issuer redeems its Series B Preferred Shares pursuant to a Rating Agency Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.50 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series B Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series B Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series B Holders thereof shall cease other than the right to receive the redemption price, without interest.
(c)      Without limiting clause (b) of this Section 12.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series B Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series B Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series B Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series B Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series B Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series B Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series B Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series B Preferred Mirror Units without interest.
(d)      The Series B Holders shall have no right to require redemption of any Series B Preferred Mirror Units.
Section 12.05.      Series B Distribution Rate . If the distribution rate per annum on the Series B Preferred Shares issued by the Issuer shall increase pursuant to Section 14.5 of the Issuer LLC Agreement, then the Series B Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIV of the Issuer LLC Agreement.
Section 12.06.      Allocations . Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series B Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series B Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series B Holders pursuant to this Section 12.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series B Holders pursuant to the prior sentence and to the Series A Holders pursuant to Section 11.06 , Gross Ordinary Income shall be allocated to the Series B Holders and Series A Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series B Preferred Shares and Series A Preferred Shares respectively in such Fiscal Year.
Section 12.07.      Voting . Notwithstanding any provision in this Agreement or the Act to the contrary, the Series B Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series B Holders shall not be required for the taking of any Partnership action or inaction.
Section 12.08.      Liquidation Rights .
(a)      Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series B Preferred Mirror Units in accordance with Section 9.03 , the Series B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series B Holder is entitled pursuant to this Section 12.08(a) .
(b)      Upon a Dissolution Event, after each Series B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs), such Series B Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.
(c)      If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series B Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 12.08 .
(d)      Nothing in this Section 12.08 shall be understood to entitle the Series B Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.
(e)      For the purposes of this Section 12.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series B Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series B Dissolution Exception ”).
(f)      In the event that any member of the Apollo Operating Group liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series B Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series B Dissolution Exception or (ii) an event where the Issuer’s Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.
Section 12.09.      No Duties to Series B Holders . Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series B Holders.
Section 12.10.      Coordination Among Apollo Operating Group . To facilitate compliance with the limitations set forth in Section 12.02(b) and Section 12.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.
Section 12.11.      Amendments and Waivers . Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XII may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.
Section 12.12.      Expenses . It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series B Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series B Preferred Shares by the Issuer (the “ Series B Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series B Preferred Shares to APO Asset Co., LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC), LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series B Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series B Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.
Article XIII     

MISCELLANEOUS
Section 13.01.      Severability . If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Section 13.02.      Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13.02 ):
(a)      If to the Partnership, to:
Apollo Principal Holdings VII, L.P.
c/o Apollo Principal Holdings VII GP, Ltd.
9 West 57 th St., 43 rd Floor
New York, NY 10019
(b)      If to any Limited Partner, to:
Apollo Principal Holdings VII, L.P.
c/o Apollo Principal Holdings VII GP, Ltd.
9 West 57 th St., 43 rd Floor
New York, NY 10019
(c)      If to the General Partner, to:
Apollo Principal Holdings VII GP, Ltd.
9 West 57 th St., 43 rd Floor
New York, NY 10019
Section 13.03.      Cumulative Remedies . The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by Law.
Section 13.04.      Binding Effect . This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.
Section 13.05.      Interpretation . Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding provisions of this Agreement.
Section 13.06.      Counterparts . This Agreement may be executed and delivered (including by facsimile transmission or other electronic means) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 13.06 .
Section 13.07.      Further Assurances . Each Limited Partner shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement.
Section 13.08.      Entire Agreement .
(a)      This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.
(b)      For the avoidance of doubt, each of the Limited Partners that serve as a senior managing director of any of the Apollo Operating Group entities or their Subsidiaries may from time to time enter into agreements with the Partnership in respect of the terms of such service.
Section 13.09.      Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands. To the fullest extent permitted by applicable law, the General Partner and each Limited Partner hereby agree that any claim, action or proceeding by any Limited Partner seeking any relief whatsoever based on, arising out of or in connection with, this Agreement or the Partnership’s business or affairs shall be brought only in the courts of the Cayman Islands. EACH PARTNER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY .
Section 13.10.      Expenses . Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.
Section 13.11.      Amendments and Waivers .
(a)      This Agreement (including the Annexes hereto) may be amended, supplemented, waived or modified by the written consent of the General Partner, subject to Article XI and Article XII ; provided that any amendment that would have a material adverse effect on the rights or preferences of any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Percentage Interests of the Class affected; provided further , that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment, supplement, waiver or modification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in United States federal income tax regulations, legislation or interpretation; and (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates on which distributions are to be made by the Partnership.
(b)      No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.
(c)      The General Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(1) (or any similar provision) under which the fair market value of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership and each of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while the election remains effective, and (iii) any other related amendments.
(d)      Except as may be otherwise required by law in connection with the winding-up, liquidation or dissolution of the Partnership, each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Partnership’s property.
(e)      Upon obtaining such approvals required by this Agreement and without further action or execution by any other Person, including any Limited Partner, (i) any amendment to this Agreement may be implemented and reflected in a writing executed solely by the General Partner, and (ii) the Limited Partners shall be deemed a party to and bound by such amendment of this Agreement.
Section 13.12.      No Third Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.02 ).
Section 13.13.      Headings . The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.
Section 13.14.      Construction . Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extent permitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should be interpreted most strongly against the party who drafted such language.
Section 13.15.      Power of Attorney . Each Limited Partner, by its execution hereof, hereby irrevocably makes, constitutes and appoints the General Partner as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) the original certificate of registration of the Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (c) all certificates and other instruments (including consents and ratifications which the Limited Partners have agreed to provide upon a matter receiving the agreed support of Limited Partners) deemed advisable by the General Partner to carry out the provisions of this Agreement (including the provisions of Section 8.04 ) and Law or to permit the Partnership to become or to continue as an exempted limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business; (d) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the admission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of this Agreement; (e) all conveyances and other instruments or papers deemed advisable by the General Partner to effect the liquidation and termination of the Partnership; and (f) all fictitious or assumed name certificates required or permitted (in light of the Partnership’s activities) to be filed on behalf of the Partnership.
Section 13.16.      Letter Agreements; Schedules . Notwithstanding the provisions of this Agreement, including Section 13.11 , it is hereby acknowledged and agreed that the General Partner on its own behalf or on behalf of the Partnership without the approval of any Limited Partner or any other Person may enter into a side letter or similar agreement to or with a Limited Partner which has the effect of establishing rights under, or altering or supplementing the terms of, this Agreement. The parties hereto agree that any terms contained in a side letter or similar agreement to or with a Limited Partner shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement. The General Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.
Section 13.17.      Partnership Status . The parties intend to treat the Partnership as a partnership for United States federal income tax purposes. The General Partner shall file a Form 8832 with the Internal Revenue Service electing for the Partnership to be classified as a partnership for United States federal income tax purposes.

[Signature Page Follows]


IN WITNESS WHEREOF , the parties hereto have executed this Agreement as a deed of the date first written above.
General Partner:
APOLLO PRINCIPAL HOLDINGS VII GP, LTD.
By:
/s/ John J. Suydam     
Name: John J. Suydam
Title: Vice President
Witness: /s/ Heather N. Brocksmith     
Limited Partners:
APOLLO (FC), LLC
By:
/s/ John J. Suydam     
Name: John J. Suydam
Title: Vice President
Witness: /s/ Heather N. Brocksmith     
AP PROFESSIONAL HOLDINGS, L.P.
By:
BRH Holdings GP, Ltd.,
its general partner
By:
/s/ John J. Suydam     
Name: John J. Suydam
Title: Vice President
Witness: /s/ Heather N. Brocksmith     


Annex A
Apollo Principal Holdings I, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings II, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings III, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings IV, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings V, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VI, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VII, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VIII, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings IX, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings X, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings XI, LLC and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings XII, L.P. and each of its affiliated carry and co-invest vehicles;
AMH Holdings (Cayman), L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Management Holdings, L.P. and each of its affiliated carry and co-invest vehicles





 
Exhibit 10.17

EXECUTION VERSION


FOURTH AMENDED AND RESTATED
EXEMPTED LIMITED PARTNERSHIP AGREEMENT
OF
APOLLO PRINCIPAL HOLDINGS VIII, L.P.
Dated March 19, 2018
THE PARTNERSHIP UNITS OF APOLLO PRINCIPAL HOLDINGS VIII, L.P. HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.



TABLE OF CONTENTS
Page
Article I DEFINITIONS 2
Definitions
2
Article II FORMATION, TERM, PURPOSE AND POWERS 12
Formation
12
Name
12
Term
12
Offices
12
Agent for Service of Process
12
Business Purpose
12
Powers of the General Partner
12
Partners; Admission of New Partners
13
Withdrawal
13
Article III MANAGEMENT 13
General Partner
13
Compensation
14
Expenses
14
Authority of Partners
14
Action by Written Consent or Ratification
14
Article IV DISTRIBUTIONS 14
Distributions
14
Liquidation Distribution
16
Limitations on Distribution
16
Distributions on Series A Preferred Mirror Units
16
Distributions on Series B Preferred Mirror Units
16
Article V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS 16
Initial Capital Contributions
16
No Additional Capital Contributions
16
Capital Accounts
16
Allocations of Profits and Losses
17
Special Allocations
17
Tax Allocations
18
Tax Advances
19
Tax Matters
19
Other Allocation Provisions
20
Article VI BOOKS AND RECORDS; REPORTS 20
Books and Records
20
Article VII PARTNERSHIP UNITS 21
Units
21
Register
21
Registered Partners
21
Article VIII FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS 21
Limited Partner Transfers
21
Encumbrances
22
Further Restrictions
22
Rights of Assignees
23
Admissions, Withdrawals and Removals
23
Admission of Assignees as Substitute Limited Partners
24
Withdrawal and Removal of Limited Partners
24
Article IX DISSOLUTION, LIQUIDATION AND TERMINATION 24
No Dissolution
24
Events Causing Winding Up
24
Distribution upon Winding Up
25
Time for Liquidation
25
Termination
25
Claims of the Partners
25
Survival of Certain Provisions
26
Article X LIABILITY AND INDEMNIFICATION 26
Liability of Partners
26
Indemnification
26
Article XI TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS 28
Designation
28
Distributions
28
Rank
30
Redemption
30
Series A Distribution Rate
31
Allocations
31
Voting
31
Liquidation Rights
31
No Duties to Series A Holders
33
Coordination Among Apollo Operating Group
33
Amendments and Waivers
33
Expenses
33
Article XII TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS 34
Designation
34
Distributions
34
Rank
35
Redemption
36
Series B Distribution Rate
37
Allocations
37
Voting
37
Liquidation Rights
37
No Duties to Series B Holders
38
Coordination Among Apollo Operating Group
39
Amendments and Waivers
39
Expenses
39
Article XIII MISCELLANEOUS 39
Severability
39
Notices
39
Cumulative Remedies
40
Binding Effect
40
Interpretation
40
Counterparts
40
Further Assurances
41
Entire Agreement
41
Governing Law
41
Expenses
41
Amendments and Waivers
41
No Third Party Beneficiaries
42
Headings
42
Construction
42
Power of Attorney
43
Letter Agreements; Schedules
43
Partnership Status
43

FOURTH AMENDED AND RESTATED
EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF
APOLLO PRINCIPAL HOLDINGS VIII, L.P.
This FOURTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT (this “ Agreement ”) of Apollo Principal Holdings VIII, L.P. (the “ Partnership ”) is made on the 19th day of March, 2018, by and among Apollo Principal Holdings VIII GP, Ltd., an exempted company formed under the laws of the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.
WHEREAS, Apollo Principal Holdings VIII GP, Ltd., as general partner, and Patrick Head, as limited partner (the “ Initial Limited Partner ”) entered into the initial Limited Partnership Agreement of the Partnership on December 17, 2008 (the “ Original Agreement ”);
WHEREAS, the Partnership was registered as an exempted limited partnership under the laws of the Cayman Islands as evidenced by the certificate of registration (the “ Certificate ”) dated December 22, 2008;
WHEREAS, on December 30, 2008, the Original Agreement was amended and restated (the “ Amended Agreement ”) to permit the admission of the Limited Partners to the Partnership and the withdrawal of the Initial Limited Partner;
WHEREAS, on April 14, 2010, the Amended Agreement was further amended and restated (the “ Second Amended Agreement ”);
WHEREAS, on March 7, 2017, the Second Amended Agreement was further amended and restated (the “ Third Amended Agreement ”) for the purpose of designating the Series A Preferred Mirror Units;
WHEREAS, Section 7.01 of the Third Amended Agreement provides that the General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other classes, and one or more series of any such class, of units into which the interests of the Partnership may be classified or divided, with such designations, preferences, rights, powers and duties (which may be senior to then-existing classes of interests in the Partnership) as shall be determined by the General Partner;
WHEREAS, Section 12.11 of the Third Amended Agreement provides that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect, among other things, any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; and
WHEREAS, pursuant to the aforementioned sections of the Third Amended Agreement, the General Partner desires to establish a new class of interest in the Partnership to be named Series B Preferred Mirror Units, with such designations, preferences, rights, powers and duties as are set forth herein, and, in connection therewith, desires to further amend and restate the Third Amended Agreement as set forth herein (as so further amended and restated, this “ Agreement ”).
NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree as follows:
Article I

DEFINITIONS
Section 1.01.      Definitions . Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):
“ Act ” means the Exempted Limited Partnership Law (as amended) of the Cayman Islands.
“ Additional Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Adjusted Capital Account Balance ” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(c)(4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), and any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
“ Affiliate ” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.
“ Agreement ” has the meaning set forth in the recitals.
“ Amended Agreement ” has the meaning set forth in the recitals.
“ Amended Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ AOG Series A Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series A Preferred Mirror Units.
“ AOG Series B Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series B Preferred Mirror Units.
“ AP Professional ” means AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership.
“ APO Corp. ” means APO Corp., a Delaware corporation.
“ Apollo Operating Group ” means each of the Partnership, Apollo Principal Holdings I, L.P., a Delaware limited partnership, Apollo Principal Holdings II, L.P., a Delaware limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Delaware limited partnership, Apollo Principal Holdings VI, L.P., a Delaware limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, Apollo Management Holdings, L.P., a Delaware limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, and any successors thereto or other entities formed to serve as holding vehicles for the Issuer’s carry vehicles, management companies or other entities formed to engage in the asset management business (including alternative asset management), as set forth on Annex A , as amended from time to time.
“ Assignee ” has the meaning set forth in Section 8.04 .
“ Assumed Tax Rate ” means the highest effective marginal combined United States federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductibility of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for United States federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.
“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.
“ Capital Account ” means the separate capital account maintained for each Partner in accordance with Section 5.03 .
“ Capital Contribution ” means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), net of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to the Partnership pursuant to Article V.
“ Carrying Value ” means, with respect to any Partnership asset, the asset’s adjusted basis for United States federal income tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of (a) the date of the acquisition of any additional Partnership interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership interest is relinquished to the Partnership; (d) any other date specified in the Treasury Regulations or (e) any other date specified by the General Partner; provided , however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for United States federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.
“ Certificate ” has the meaning set forth in the recitals.
“ Change of Control Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Class ” means the classes of Units into which the interests in the Partnership may be classified or divided from time to time pursuant to the provisions of this Agreement.
“ Class A Shares ” means the Class A Common Shares of the Issuer representing Class A limited liability company interests of the Issuer.
“ Class A Units ” means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.
“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time.
“ Common Units ” means the Class A Units.
“ Contingencies ” has the meaning set forth in Section 9.03(a) .
“ Control ” (including the terms “ Controlled by ” and “ under common Control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.
“ Covered Person ” and “ Covered Persons ” have the meanings set forth in Section 10.02(a) .
“ Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Creditable Foreign Tax ” means a non-United States tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A non-United States tax is a Creditable Foreign Tax for these purposes without regard to whether a partner receiving an allocation of such non-United States tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “Creditable Foreign Tax” in Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.
“ Disabling Event ” means the General Partner ceasing to be the general partner of the Partnership for any of the reasons set out under the Act.
“ Dissolution Event ” has the meaning set forth in Section 9.02 .
“ Distributable Cash ” means cash received by the Partnership from dividends and distributions or other income, other than cash reserves to account for reasonably anticipated expenses and other liabilities, including, without limitation, tax liabilities, as the General Partner may determine to be appropriate.
“ Distribution Payment Date ” means March 15, June 15, September 15 and December 15 of each year, commencing (a) with respect to the Series A Preferred Mirror Units, on June 15, 2017 and (b) with respect to the Series B Preferred Mirror Units, on June 15, 2018.
“ Distribution Period ” means the period from and including a Distribution Payment Date to, but excluding, the next Distribution Payment Date, except that (a) the initial Distribution Period with respect to the Series A Preferred Mirror Units commenced on and included March 7, 2017 and (b) the initial Distribution Period with respect to the Series B Preferred Mirror Units commences on and includes March 19, 2018.
“ Encumbrance ” means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever.
“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended.
“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“ Exchange Agreement ” means the Fifth Amended and Restated Exchange Agreement dated as of April 28, 2017 among the Issuer, the Apollo Operating Group, and the limited partners of the Apollo Operating Group entities from time to time, as amended from time to time.
“ Exchange Transaction ” means an exchange of Class A Units for Class A Shares pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Class A Units to the Issuer, the Partnership or any of their Subsidiaries for other consideration.
“ Final Adjudication ” has the meaning set forth in Section 10.02(a) .
“ Final Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Fiscal Year ” means (i) the period commencing upon the formation of the Partnership and ending on December 31, 2008 or (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31.
“ Fund ” means any pooled investment vehicle or similar entity sponsored or managed, directly or indirectly, by the Issuer or any of its Subsidiaries.
“ General Partner ” means Apollo Principal Holdings VIII GP, Ltd., an exempted company formed under the laws of the Cayman Islands or any successor general partner admitted to the Partnership in accordance with the terms of this Agreement, each in its capacity as general partner of the Partnership.
“ Gross Ordinary Income ” means the Partnership’s gross income excluding any gross income attributable to the sale or exchange of “capital assets” as defined in Section 1221 of the Code. Allocations to Series A Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series A Preferred Mirror Units. Allocations to Series B Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series B Preferred Mirror Units.
“ Initial Limited Partner ” has the meaning set forth in the recitals.
“ Issuer ” means Apollo Global Management, LLC, a limited liability company formed under the laws of the State of Delaware, or any successor thereto.
“ Issuer LLC Agreement ” means the Third Amended and Restated Limited Liability Company Agreement of the Issuer dated as of the date hereof.
“ Junior Units ” means Common Units and any other equity securities that the Partnership may issue in the future ranking, as to the payment of distributions, junior to the Series A Preferred Mirror Units and the Series B Preferred Mirror Units.
“ Law ” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Partnership or any Partner, as the case may be.
“ Limited Partner ” means each of the Persons from time to time listed as a limited partner in the books and records of the Partnership, each in their capacity as a limited partner of the Partnership.
“ Liquidation Agent ” has the meaning set forth in Section 9.03 .
“ Liquidation Preference ” means, in respect of any Preferred Units, the “Liquidation Preference” per Preferred Unit specified for such Preferred Units.
“ Net Taxable Income ” has the meaning set forth in Section 4.01(b)(i) .
“ Nonrecourse Deductions ” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a Fiscal Year equals the net increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that Fiscal Year, determined according to the provisions of Treasury Regulations Section 1.704-2(c).
“ Original Agreement ” has the meaning set forth in the recitals.
“ Parity Units ” means any Partnership securities, including Preferred Units, that the Partnership has authorized or issued or may authorize or issue, the terms of which provide that such securities shall rank equally with the Series A Preferred Mirror Units and the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event. For purposes of this definition, the Series A Preferred Mirror Units shall be treated as Parity Units with respect to the Series B Preferred Mirror Units and the Series B Preferred Mirror Units shall be treated as Parity Units with respect to the Series A Preferred Mirror Units.
“ Partner Nonrecourse Debt Minimum Gain ” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3).
“ Partner Nonrecourse Deductions ” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2).
“ Partners ” means, at any time, each person listed as a partner (including the General Partner) on the books and records of the Partnership, in each case for so long as he, she or it remains a partner of the Partnership as provided hereunder.
“ Partnership ” has the meaning set forth in the recitals.
“ Partnership Minimum Gain ” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).
“ Partnership Representative ” means the “partnership representative” as defined in Section 6223 of the Code after amendment by P.L. 114-74.
“ Percentage Interest ” means, with respect to any Partner and subject to Section 11.01 and Section 12.01 , the quotient obtained by dividing the number of Units then owned by such Partner by the number of Units then owned by all Partners.
“ Permitted Jurisdiction ” means the United States or any state thereof, Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Gibraltar, Ireland, Italy, Luxembourg, the Netherlands, Switzerland, the United Kingdom or British Crown Dependencies, any other member country of the Organization for Economic Co-operation and Development, or any political subdivision of any of the foregoing.
“ Permitted Reorganization ” means the (i) voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership into another exempted limited partnership pursuant to provisions of this Agreement that allow the Partnership to convert, merge or convey its assets to another entity with or without General Partner approval, (ii) for purposes of Section 11.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series A Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series A Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval or (iii) for purposes of Section 12.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series B Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series B Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval.
“ Permitted Transfer ” means the sale, conveyance, exchange or transfer, for cash, shares of capital stock, securities or other consideration, of all or substantially all of the Partnership’s property or assets or the consolidation, merger or amalgamation of the Partnership with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into the Partnership.
“ Person ” means any individual, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.
“ Portfolio Company ” means any Person in which any Fund owns or has made, directly or indirectly, an investment.
“ Preferred Units ” means (i) the Series A Preferred Mirror Units, (ii) the Series B Preferred Mirror Units and (iii) any other Class of Units that entitles the Record Holders thereof to a preference or priority over the Record Holders of any other Class of Units in the right to share profits or losses or items thereof, the right to share in Partnership distributions or rights upon dissolution or liquidation of the Partnership.
“ Profits ” and “ Losses ” means, for each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for United States federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from United States federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the United States federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis; provided that if the United States federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses; and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.
“ Rating Agency Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Record Date ” means a date established by the General Partner in its sole discretion for determining the identity of Record Holders entitled to receive a distribution.
“ Record Holder ” or “ holder ” means, with respect to any Units, the Person in whose name such Units are registered on the books of the Partnership as of the opening of business on a particular Business Day.
“ Roll-up Agreements ” mean collectively, each Roll-up Agreement, by and among BRH Holdings, L.P., a Cayman Islands exempted limited partnership, AP Professional, the Issuer, APO Asset Co., LLC, a Delaware limited liability company, APO Corp., and an employee of the Issuer or one of its Subsidiaries, dated as of July 13, 2007, each as amended, restated, supplemented or otherwise modified from time to time.
“ SEC ” means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.
“ Second Amended Agreement ” has the meaning set forth in the recitals.
“ Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“ Series A Dissolution Exception ” has the meaning set forth in Section 11.08(e) .
“ Series A Distribution Rate ” means 6.375%.
“ Series A Holder ” means a holder of Series A Preferred Mirror Units.
“ Series A Liquidation Preference ” means $25.00 per Series A Preferred Mirror Unit. The Series A Liquidation Preference shall be the “Liquidation Preference” with respect to the Series A Preferred Mirror Units.
“ Series A Offering Expenses ” has the meaning set forth in Section 11.12 .
“ Series A Preferred Mirror Unit ” means a 6.375% Series A Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XI .
“ Series A Preferred Shares ” means the 6.375% Series A Preferred Shares of the Issuer.
“ Series A Record Date ” means, with respect to any Distribution Payment Date, the March 1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series A Record Dates shall apply regardless of whether a particular Series A Record Date is a Business Day. The Series A Record Dates shall constitute Record Dates with respect to the Series A Preferred Mirror Units for the purpose of distributions on the Series A Preferred Mirror Units.
“ Series A Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Series B Dissolution Exception ” has the meaning set forth in Section 12.08(e) .
“ Series B Distribution Rate ” means 6.375%.
“ Series B Holder ” means a holder of Series B Preferred Mirror Units.
“ Series B Liquidation Preference ” means $25.00 per Series B Preferred Mirror Unit. The Series B Liquidation Preference shall be the “Liquidation Preference” with respect to the Series B Preferred Mirror Units.
“ Series B Offering Expenses ” has the meaning set forth in Section 12.12 .
“ Series B Preferred Mirror Unit ” means a 6.375% Series B Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XII .
“ Series B Preferred Shares ” means the 6.375% Series B Preferred Shares of the Issuer.
“ Series B Record Date ” means, with respect to any Distribution Payment Date, the March 1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series B Record Dates shall apply regardless of whether a particular Series B Record Date is a Business Day. The Series B Record Dates shall constitute Record Dates with respect to the Series B Preferred Mirror Units for the purpose of distributions on the Series B Preferred Mirror Units.
“ Series B Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Similar Law ” means any law or regulation that could cause the underlying assets of the Partnership to be treated as assets of the Limited Partner by virtue of its limited partner interest in the Partnership and thereby subject the Partnership and the General Partner (or other persons responsible for the investment and operation of the Partnership’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.
“ Subsidiary ” means, with respect to any Person, as of any date of determination, any other Person as to which such Person owns, directly or indirectly, or otherwise controls, more than 50% of the voting shares or other similar interests or the sole general partner interest or managing member or similar interest of such Person. The term “Subsidiary” does not include at any time any Funds or Portfolio Companies.
“ Substantially All Merger ” means a merger or consolidation of one or more members of the Apollo Operating Group with or into another Person that would, in one or a series of related transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the combined assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.
“ Substantially All Sale ” means a sale, assignment, transfer, lease or conveyance, in one or a series of related transactions, directly or indirectly, of all or substantially all of the assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.
“ Tax Advances ” has the meaning set forth in Section 5.07 .
“ Tax Amount ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Distributions ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Matters Partner ” has the meaning set forth in Section 5.08 .
“ Third Amended Agreement ” has the meaning set forth in the recitals.
“ Transfer ” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law, including, without limitation, the exchange of any Unit for any other security.
“ Treasury Regulations ” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).
“ Units ” means the Class A Units and any other Class of Units authorized in accordance with this Agreement, including the Series A Preferred Mirror Units and the Series B Preferred Mirror Units, which shall constitute interests in the Partnership as provided in this Agreement and under the Act; entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of this Agreement.
“ 2007 Omnibus Equity Incentive Plan ” means the Issuer’s 2007 Omnibus Equity Incentive Plan, as amended, restated, supplemented or otherwise modified from time to time.
Article II     

FORMATION, TERM, PURPOSE AND POWERS
Section 2.01.      Formation . The Partnership was formed as an exempted limited partnership under the provisions of the Act on December 22, 2008. The Partnership is hereby continued pursuant to the Act and this Agreement. If requested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of an exempted limited partnership under the laws of the Cayman Islands, (b) if the General Partner deems it advisable, the operation of the Partnership as an exempted limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.
Section 2.02.      Name . The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, Apollo Principal Holdings VIII, L.P.
Section 2.03.      Term . The term of the Partnership commenced on the date of the issuance of the Certificate, and the term shall continue until the winding up and dissolution of the Partnership in accordance with Article IX. The existence of the Partnership shall continue until cancellation of the Certificate in the manner required by the Act.
Section 2.04.      Offices . The Partnership may have offices at such places as the General Partner from time to time may select.
Section 2.05.      Agent for Service of Process . The Partnership’s registered office and registered agent for service of process in the Cayman Islands shall be Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, KY1-9008, Cayman Islands or as otherwise determined by the General Partner from time to time.
Section 2.06.      Business Purpose . The Partnership shall have the power to engage in any lawful act or activity for which exempted limited partnerships may be formed under the Act and engage in any and all activities necessary or incidental thereto.
Section 2.07.      Powers of the General Partner . Subject to the limitations set forth in this Agreement, the General Partner will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06 .
Section 2.08.      Partners; Admission of New Partners . Each of the Partners of the Partnership hereby continues as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Act, except as is otherwise expressly provided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time to time as a new Partner in accordance with Section 8.05 and Section 8.06 ; provided , however, that each new Partner shall execute and deliver to the General Partner an appropriate supplement or counterpart or instrument of adherence to this Agreement pursuant to which the new Partner agrees to be bound by the terms and conditions of the Agreement, as it may be amended from time to time.
Section 2.09.      Withdrawal . No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Units owned by such Partner in accordance with Article VIII; provided , however, that a new General Partner or substitute General Partner may be admitted to the Partnership in accordance with Section 8.05 .
Article III     

MANAGEMENT
Section 3.01.      General Partner .
(a)      The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.
(b)      The Partners hereby agree that the Partnership, acting by the General Partner, shall be and hereby is authorized to (i) open bank accounts on behalf of the Partnership in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Partnership on deposit in such accounts, as may be deemed by the General Partner to be necessary, appropriate or otherwise in the best interests of the Partnership and, in connection therewith, execute any form of required resolution necessary to open any such bank accounts; (ii) prepare, execute and file with the appropriate authorities such federal, state or local applications, forms and papers on behalf of the Partnership as may be required by law or deemed by the General Partner to be necessary, appropriate or otherwise in the best interests of the Partnership, as applicable; and (iii) pay on behalf of the Partnership any and all fees and expenses incident to and necessary to perfect the organization of the Partnership. Notwithstanding any other provision of this Agreement, the Partnership, acting by the General Partner, is hereby authorized to enter into, and to perform its obligations under, the aforementioned agreements, deeds, receipts, certificates, filings and other documents, without any consent of any Limited Partner, but such authorization shall not be deemed a restriction on the power of the Partnership or the General Partner acting on behalf of the Partnership to enter into, and to perform its obligations under, other agreements on behalf of the Partnership. The Partners agree that the General Partner may execute the aforementioned agreements, deeds, receipts, certificates, filings and other documents on behalf of the Partnership that the General Partner deems appropriate and that any prior acts of the Partnership and the General Partner acting on behalf of the Partnership, consistent with the foregoing authorizations, are hereby ratified and confirmed.
Section 3.02.      Compensation . The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacity as General Partner.
Section 3.03.      Expenses . The Partnership shall bear and/or reimburse (i) the General Partner for any expenses incurred by the General Partner in connection with serving as the general partner of the Partnership, and (ii) Issuer and APO Corp., with respect to the Partnership’s allocable share of any expenses solely incurred by or attributable to the Issuer or APO Corp. but excluding obligations incurred under the Tax Receivable Agreement, dated as of July 13, 2007 among APO Corp. and the Apollo Operating Group entities party thereto, by the Issuer or APO Corp., income tax expenses of the Issuer or APO Corp. and indebtedness incurred by the Issuer or APO Corp.
Section 3.04.      Authority of Partners . No Limited Partner, in its capacity as such, shall participate in or have any control over the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. No Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.
Section 3.05.      Action by Written Consent or Ratification . Any action required or permitted to be taken by the Partners pursuant to this Agreement shall be taken if all Partners whose consent or ratification is required consent thereto or provide a consent or ratification in writing.
Article IV     

DISTRIBUTIONS
Section 4.01.      Distributions .
(a)      Subject to Section 4.04 , Article XI and Article XII , all distributions of Distributable Cash shall be made, at the discretion of the General Partner, to the Limited Partners pro rata in accordance with their respective Percentage Interests.
(b)      Tax Distributions .
(i)      Subject to Section 4.04 , Article XI and Article XII , in addition to the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year will give rise to taxable income for the Partners (“ Net Taxable Income ”), the General Partner shall cause the Partnership to distribute Distributable Cash in respect of income tax liabilities (the “ Tax Distributions ”) to the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities, provided that distributions pursuant to Section 4.02 and allocations pursuant to Section 5.04 related to such distributions shall not be taken into account for purposes of this Section 4.01(b) . The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance with Article V, multiplied by the Assumed Tax Rate (the “ Tax Amount ”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored. Any Tax Distributions shall be made to all Partners, whether or not they are subject to such applicable United States federal, state and local taxes, pro rata in accordance with their Percentage Interest.
(ii)      Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner: (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “ Amended Tax Amount ”), and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “ Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount for such Fiscal Year (the “ Final Tax Amount ”) and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (the “ Additional Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein.
Section 4.02.      Liquidation Distribution . Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03 .
Section 4.03.      Limitations on Distribution . Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall not make a Partnership distribution to any Partner if such distribution would violate the Act or other applicable Law.
Section 4.04.      Distributions on Series A Preferred Mirror Units . No distributions shall be made with respect to the Series A Preferred Mirror Units except as permitted under Article XI . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series A Preferred Mirror Units.
Section 4.05.      Distributions on Series B Preferred Mirror Units . No distributions shall be made with respect to the Series B Preferred Mirror Units except as permitted under Article XII . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series B Preferred Mirror Units.
Article V     

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;
TAX ALLOCATIONS; TAX MATTERS
Section 5.01.      Initial Capital Contributions . The Partners have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Class A Units, Series A Preferred Mirror Units and/or Series B Preferred Mirror Units as specified in the books and records of the Partnership.
Section 5.02.      No Additional Capital Contributions . Except as otherwise provided in this Article V, no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional Capital Contributions to the Partnership without the consent of the General Partner.
Section 5.03.      Capital Accounts . A separate capital account (a “ Capital Account ”) shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s Capital Contributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05 ; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04 , any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 5.05 , and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest. The Capital Account balance of each holder of Series A Preferred Mirror Units with respect to each Series A Preferred Mirror Unit shall equal the Liquidation Preference per Series A Preferred Mirror Unit as of the date such Series A Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XI . The Capital Account balance of each holder of Series B Preferred Mirror Units with respect to each Series B Preferred Mirror Unit shall equal the Liquidation Preference per Series B Preferred Mirror Unit as of the date such Series B Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XII .
Section 5.04.      Allocations of Profits and Losses . Except as otherwise provided in this Agreement (including Section 11.06 and Section 12.06 ), Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in respect of any Common Units held by a Partner in a manner such that the Capital Account of each Partner holding Common Units after giving effect to the special allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.
Section 5.05.      Special Allocations . Notwithstanding any other provision in this Article V :
(a)      Minimum Gain Chargeback . If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners holding Common Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4).
(b)      Qualified Income Offset . If any Partner holding Common Units unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.
(c)      Gross Income Allocation . If any Partner holding Common Units has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.
(d)      Nonrecourse Deductions . Nonrecourse Deductions shall be allocated to the Partners in accordance with their respective Percentage Interests.
(e)      Partner Nonrecourse Deductions . Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j).
(f)      Creditable Foreign Taxes . Creditable Foreign Taxes for any taxable period attributable to the Partnership, or an entity owned directly or indirectly by the Partnership, shall be allocated to the Partners in proportion to the Partners’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Foreign Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 5.05(f) are intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.
(g)      Ameliorative Allocations . Any special allocations of income or gain pursuant to Section 5.05(b) or (c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g) , so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Section 5.05(b) or (c) had not occurred.
Section 5.06.      Tax Allocations . For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses, and specially allocated items, including items of Gross Ordinary Income allocated pursuant to Section 11.06 and Section 12.06 , are allocated for Capital Account purposes; provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for United States federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the difference between the Carrying Value and the adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make such allocations for tax purposes as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.
Section 5.07.      Tax Advances . To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to make tax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“ Tax Advances ”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of this Agreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or make a tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b) ) with respect to income attributable to or distributions or other payments to such Partner.
Section 5.08.      Tax Matters . The General Partner shall be the initial “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (prior to amendment by P.L. 114-74) (the “ Tax Matters Partner ”) and the Partnership Representative for purposes of Section 6223 of the Code (after amendment by P.L. 114-74). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, in consultation with the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Partner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep the other Partners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Partnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of United States Internal Revenue Service Schedule K-1, and any comparable statements required by applicable United States state or local income tax Law as a result of the Partnership’s activities or investments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners to prepare and file their own tax returns. The Partnership shall use any reasonable method or combination of methods in accordance with Section 706(d) of the Code for the purpose of allocating or specifically allocating items of income, gain, loss, deduction and expense of the Partnership for federal income tax purposes to account for the varying interests of the Partners for the Fiscal Year.
Section 5.09.      Other Allocation Provisions . Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1 (b) and shall be interpreted and applied in a manner consistent with such regulations. Section 5.03 , Section 5.04 and Section 5.05 may be amended at any time by the General Partner if the General Partner believes such amendment is advisable, so long as any such amendment does not materially change the relative economic interests of the Partners. Furthermore, the General Partner shall use its reasonable best efforts to cause its Subsidiaries to make adjustments to Capital Accounts to reflect an adjustment to the carrying value of such Subsidiaries’ assets consistent with the adjustments to Carrying Values of the Partnership’s assets hereunder.
Article VI     

BOOKS AND RECORDS; REPORTS
Section 6.01.      Books and Records .
(a)      At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separate books of account for the Partnership.
(b)      Except as limited by Section 6.01(c) , each Limited Partner shall have the right to receive, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense:
(i)      a copy of the Certificate and this Agreement and all amendments thereto, together with a copy of the executed copies of all powers of attorney (if applicable) pursuant to which the Certificate and this Agreement and all amendments thereto have been executed; and
(ii)      promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the three most recent years.
(c)      The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole discretion, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes is not in the best interests of the Partnership, could damage the Partnership or its business or that the Partnership is required by law or by agreement with any third party to keep confidential.
Article VII     

PARTNERSHIP UNITS
Section 7.01.      Units . Interests in the Partnership shall be represented by Units. As of the date of this Agreement, the Units are comprised of three Classes: Class A Units, Series A Preferred Mirror Units and Series B Preferred Mirror Units. The terms, rights, powers, preferences and duties of the Series A Preferred Mirror Units and the Series B Preferred Mirror Units are as set forth in Article XI and Article XII , respectively. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon the winding up, liquidation and dissolution of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units, the Series A Preferred Mirror Units, the Series B Preferred Mirror Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.
Section 7.02.      Register . The register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information with respect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of the Partnership.
Section 7.03.      Registered Partners . The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.
Article VIII     

FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS
Section 8.01.      Limited Partner Transfers .
(a)      No Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.
(b)      Subject to Section 8.03 , the General Partner may consider consenting to an exchange or Transfer of Common Units in an Exchange Transaction pursuant to the terms of the Exchange Agreement. In the case of a Transfer of Common Units in connection with an Exchange Transaction, the Percentage Interests of the Limited Partners shall be appropriately adjusted to provide for, as applicable, a decrease in the number of Common Units owned by the exchanging Limited Partner and an increase in the number of Common Units owned by APO Corp.
(c)      Subject to Section 8.04 , the General Partner may consider consenting to an exchange or Transfer of Units by a Limited Partner that is a party to a Roll-up Agreement pursuant to the terms and provisions thereof.
Section 8.02.      Encumbrances . No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units (or any beneficial interest therein) unless the General Partner consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion. Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Any purported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.
Section 8.03.      Further Restrictions . Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if:
(a)      such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;
(b)      such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws;
(c)      such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise;
(d)      to the extent requested by the General Partner, the Partnership does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion; or
(e)      such Transfer would create a substantial risk that the Partnership would be classified or otherwise treated other than as a partnership for United States federal income tax purposes.
Section 8.04.      Rights of Assignees . Subject to Section 8.05 and Section 8.06 , the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“ Assignee ”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.05 or Section 8.06 .
Section 8.05.      Admissions, Withdrawals and Removals .
(a)      No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent or ratification of APO Corp. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn). The outgoing General Partner shall execute such documents as must be filed with the Registrar of Exempted Limited Partnerships in the Cayman Islands to reflect a change in the General Partner.
(b)      No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.07 .
(c)      Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Section 8.06.      Admission of Assignees as Substitute Limited Partners . An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:
(a)      the General Partner consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in each case in the General Partner’s sole discretion;
(b)      if required by the General Partner, the General Partner receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Limited Partner) that are in a form satisfactory to the General Partner (as determined in its sole discretion);
(c)      if required by the General Partner, the General Partner receives an opinion of counsel satisfactory to the General Partner to the effect that such Transfer is in compliance with this Agreement and all applicable Law; and
(d)      if required by the General Partner, the parties to the Transfer, or any one of them, pays all of the Partnership’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Partnership).
Section 8.07.      Withdrawal and Removal of Limited Partners . If a Limited Partner ceases to hold any Units, then such Limited Partner shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.
Article IX     

DISSOLUTION, LIQUIDATION AND TERMINATION
Section 9.01.      No Dissolution . Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be wound up, liquidated, dissolved and terminated only pursuant to the provisions of this Article IX, and the Partners hereby irrevocably waive any and all other rights they may have to cause a winding up and/or dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.
Section 9.02.      Events Causing Winding Up . The Partnership shall be wound up upon the occurrence of any of the following events (each, a “ Dissolution Event ”):
(a)      an order of the Grand Court of the Cayman Islands pursuant to the Act;
(b)      any event which makes it unlawful for the business of the Partnership to be carried on by the Partners;
(c)      the written consent of the General Partner and APO Corp.;
(d)      any other event expressly set out in the Act not inconsistent with any provision hereof requiring the Partnership to be wound up and dissolved;
(e)      the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) APO Corp. consents to or ratifies the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 90 days following the occurrence of any such event.
Section 9.03.      Distribution upon Winding Up . Upon the commencement of the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “ Liquidation Agent” ), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof and otherwise in accordance with Section 15(1) of the Act (to the extent applicable) and this Agreement. The proceeds of any liquidation shall be applied and distributed in the following order:
(a)      First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“ Contingencies ”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03 ;
(b)      Second, to the holders of the Series A Preferred Mirror Units and the holders of the Series B Preferred Mirror Units, as provided in Article XI and Article XII , respectively; and
(c)      The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Percentage Interests.
Section 9.04.      Time for Liquidation . A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.
Section 9.05.      Termination . The Partnership shall terminate when all of the assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX, and the General Partner or the Liquidation Agent (as applicable) shall then file a notice of dissolution with the Registrar of Exempted Limited Partnerships in the Cayman Islands.
Section 9.06.      Claims of the Partners . The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return such Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negative balance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restore such negative balance during the existence of the Partnership, upon dissolution or termination of the Partnership or otherwise, except to the extent required by the Act.
Section 9.07.      Survival of Certain Provisions . Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.02 and Section 13.09 shall survive the termination of the Partnership.
Article X     

LIABILITY AND INDEMNIFICATION
Section 10.01.      Liability of Partners .
(a)      No Limited Partner shall be liable for any debt, obligation or liability of the Partnership or of any other Partner or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Partner of the Partnership, except to the extent required by the Act.
(b)      This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Limited Partners hereto or on their respective Affiliates. Further, the Limited Partners hereby waive any and all fiduciary duties that, absent such waiver, may exist at or be implied by Law or in equity, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Partnership are only as expressly set forth in this Agreement and those required by the Act.
(c)      Subject to the Act, to the extent that, at law or in equity, any Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the Partners acting under this Agreement will not be liable to the Partnership or to any such other Partner for their good faith reliance on the provisions of this Agreement. Subject to the Act, the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Partner otherwise existing at law or in equity, are agreed by the Partners to replace to that extent such other duties and liabilities of the Partners relating thereto.
(d)      The General Partner may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the General Partner on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will be full justification for any such act or omission, and the General Partner will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.
Section 10.02.      Indemnification .
(a)      The General Partner, the Tax Matters Partner, the Partnership Representative (including, without limitation, for this purpose each former and present director, officer, consultant, advisor, manager, member, employee and stockholder of the General Partner, the Tax Matters Partner or the Partnership Representative) and each Limited Partner (including any former Limited Partner), in his capacity, as such, and to the extent such Limited Partner participates, directly or indirectly, in the Partnership’s activities (each, a “ Covered Person ” and collectively, the “ Covered Persons ”) shall not be liable to the Partnership or, to the extent applicable, to any of the other Partners for any loss, claim, damage or liability occasioned by any acts or omissions in the performance of its services hereunder, unless it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “ Final Adjudication ”) that such loss, claim, damage or liability is due to an act or omission of a Covered Person (i) made in bad faith or with criminal intent or (ii) that adversely affected the Partnership and that failed to satisfy the duty of care owed pursuant to the Partnership or as otherwise required by law.
(b)      A Covered Person shall be indemnified to the fullest extent permitted by law by the Partnership against any losses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) incurred by or imposed upon him by reason of or in connection with any action taken or omitted by such Covered Person arising out of the Covered Person’s status as a Partner or its activities on behalf of the Partnership, including in connection with any action, suit, investigation or proceeding before any judicial, administrative, regulatory or legislative body or agency to which it may be made a party or otherwise involved or with which it shall be threatened by reason of being or having been the General Partner or by reason of serving or having served as a director, officer, consultant, advisor, manager, member, partner, employee or stockholder of any enterprise in which the Partnership or any of its Affiliates has or had a financial interest; provided that the Partnership may, but shall not be required to, indemnify a Covered Person with respect to any matter as to which there has been a Final Adjudication that its acts or its failure to act (i) were in bad faith or with criminal intent, or (ii) were of a nature that makes indemnification by the relevant Affiliate unavailable. The right to indemnification granted by this Section 10.02 shall be in addition to any rights to which a Covered Person may otherwise be entitled and shall inure to the benefit of the successors by operation of law or valid assigns of such Covered Person. The Partnership shall pay the expenses incurred by a Covered Person in defending a civil or criminal action, suit, investigation or proceeding in advance of the final disposition of such action, suit, investigation or proceeding, upon receipt of an undertaking by the Covered Person to repay such payment if there shall be a Final Adjudication that it is not entitled to indemnification as provided herein. In any suit brought by the Covered Person to enforce a right to indemnification hereunder it shall be a defense that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 , and in any suit in the name of the Partnership to recover expenses advanced pursuant to the terms of an undertaking the Partnership shall be entitled to recover such expenses upon Final Adjudication that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 . In any such suit brought to enforce a right to indemnification or to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to an advancement of expenses, shall be on the Partnership (or any Limited Partner acting derivatively or otherwise on behalf of the Partnership or the Limited Partners). The General Partner may not satisfy any right of indemnity or reimbursement granted in this Section 10.02 or to which it may be otherwise entitled except out of the assets of the Partnership (including, without limitation, insurance proceeds and rights pursuant to indemnification agreements), and no Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. The General Partner may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 and obtain appropriate insurance coverage on behalf and at the expense of the Partnership to secure the Partnership’s indemnification obligations hereunder and may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 . Each Covered Person shall be deemed a third party beneficiary (to the extent not a direct party hereto) to this Agreement and, in particular, the provisions of this Section 10.02 .
(c)      To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or the Partners, the Covered Person shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement. Subject to the Act, the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of each such Covered Person.
Article XI     

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS
Section 11.01.      Designation . The Series A Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series A Preferred Mirror Unit shall be identical in all respects to every other Series A Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series A Holder in its capacity as such with respect to Series A Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series A Holders, “Percentage Interest” shall mean, with respect to any holder of Series A Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series A Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series A Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series A Holders or holders of other Parity Units, issue additional Series A Preferred Mirror Units.
Section 11.02.      Distributions .
(a)      The Series A Holders shall be entitled to receive with respect to each Series A Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series A Distribution Rate (subject to Section 11.05 of this Agreement) of the Series A Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series A Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the Partnership ’ s register at the close of business, New York City time, on a Series A Record Date, provided that if the Series A Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the Partnership ’ s register at the close of business, New York City time, on the Business Day immediately preceding such Series A Record Date.
(b)      So long as any Series A Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series A Mirror Interests or (ii) the Series A Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series A Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units.
(c)      The General Partner may, in its sole discretion, choose to pay distributions on the Series A Preferred Mirror Units without the payment of any distributions on any Junior Units.
(d)      When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series A Preferred Mirror Units or any Parity Units, all distributions declared upon the Series A Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series A Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.
(e)      No distributions may be declared or paid or set apart for payment on any Series A Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units, subject to any applicable terms of such outstanding Units.
(f)      Series A Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.
(g)      The Partnership and the Series A Holders intend that no portion of the distributions paid to the Series A Holders pursuant to this Section 11.02 shall be treated as a “ guaranteed payment ” within the meaning of Section 707(c) of the Code, and the Partnership and Series A Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.
Section 11.03.      Rank . The Series A Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:
(a)      junior to all of the Partnership ’ s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series A Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;
(b)      equally to any Parity Units; and
(c)      senior to any Junior Units.
Section 11.04.      Redemption .
(a)      Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series A Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.
(b)      If the Issuer redeems its Series A Preferred Shares pursuant to a Change of Control Event or a Series A Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series A Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series A Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series A Holders thereof shall cease other than the right to receive the redemption price, without interest.
(c)      Without limiting clause (b) of this Section 11.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series A Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series A Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series A Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series A Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series A Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series A Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series A Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series A Preferred Mirror Units without interest.
(d)      The Series A Holders shall have no right to require redemption of any Series A Preferred Mirror Units.
Section 11.05.      Series A Distribution Rate . If the distribution rate per annum on the Series A Preferred Shares issued by the Issuer shall increase pursuant to Section 13.5 of the Issuer LLC Agreement, then the Series A Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIII of the Issuer LLC Agreement.
Section 11.06.      Allocations . Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series A Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series A Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series A Holders pursuant to this Section 11.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series A Holders pursuant to the prior sentence and to the Series B Holders pursuant to Section 12.06 , Gross Ordinary Income shall be allocated to the Series A Holders and Series B Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series A Preferred Shares and Series B Preferred Shares respectively in such Fiscal Year.
Section 11.07.      Voting . Notwithstanding any provision in this Agreement or the Act to the contrary, the Series A Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Partnership action or inaction.
Section 11.08.      Liquidation Rights .
(a)      Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Section 9.03 , the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 11.08(a) .
(b)      Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.
(c)      If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 11.08 .
(d)      Nothing in this Section 11.08 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.
(e)      For the purposes of this Section 11.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series A Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series A Dissolution Exception ”).
(f)      In the event that any member of the Apollo Operating Group liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series A Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series A Dissolution Exception or (ii) an event where the Issuer’s Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.
Section 11.09.      No Duties to Series A Holders . Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series A Holders.
Section 11.10.      Coordination Among Apollo Operating Group . To facilitate compliance with the limitations set forth in Section 11.02(b) and Section 11.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.
Section 11.11.      Amendments and Waivers . Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XI may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.
Section 11.12.      Expenses . It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series A Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series A Preferred Shares by the Issuer (the “ Series A Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series A Preferred Shares to APO Asset Co., LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC), LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series A Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series A Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.
Article XII     

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS
Section 12.01.      Designation. The Series B Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series B Preferred Mirror Unit shall be identical in all respects to every other Series B Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series B Holder in its capacity as such with respect to Series B Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series B Holders, “Percentage Interest” shall mean, with respect to any holder of Series B Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series B Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series B Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series B Holders or holders of other Parity Units, issue additional Series B Preferred Mirror Units.
Section 12.02.      Distributions.
(a)      The Series B Holders shall be entitled to receive with respect to each Series B Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series B Distribution Rate (subject to Section 12.05 of this Agreement) of the Series B Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series B Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the Partnership’s register at the close of business, New York City time, on a Series B Record Date, provided that if the Series B Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the Partnership’s register at the close of business, New York City time, on the Business Day immediately preceding such Series B Record Date.
(b)      So long as any Series B Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series B Mirror Interests or (ii) the Series B Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan (or any successor or similar plan) in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series B Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units or with proceeds from the substantially concurrent sale of Junior Units.
(c)      The General Partner may, in its sole discretion, choose to pay distributions on the Series B Preferred Mirror Units without the payment of any distributions on any Junior Units.
(d)      When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series B Preferred Mirror Units or any Parity Units, all distributions declared upon the Series B Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series B Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.
(e)      No distributions may be declared or paid or set apart for payment on any Series B Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units, subject to any applicable terms of such outstanding Units.
(f)      Series B Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.
(g)      The Partnership and the Series B Holders intend that no portion of the distributions paid to the Series B Holders pursuant to this Section 12.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series B Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.
Section 12.03.      Rank. The Series B Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:
(a)      junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;
(b)      equally to any Parity Units; and
(c)      senior to any Junior Units.
Section 12.04.      Redemption.
(a)      Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series B Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.
(b)      If the Issuer redeems its Series B Preferred Shares pursuant to a Change of Control Event or a Series B Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. If the Issuer redeems its Series B Preferred Shares pursuant to a Rating Agency Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.50 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series B Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series B Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series B Holders thereof shall cease other than the right to receive the redemption price, without interest.
(c)      Without limiting clause (b) of this Section 12.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series B Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series B Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series B Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series B Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series B Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series B Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series B Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series B Preferred Mirror Units without interest.
(d)      The Series B Holders shall have no right to require redemption of any Series B Preferred Mirror Units.
Section 12.05.      Series B Distribution Rate. If the distribution rate per annum on the Series B Preferred Shares issued by the Issuer shall increase pursuant to Section 14.5 of the Issuer LLC Agreement, then the Series B Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIV of the Issuer LLC Agreement.
Section 12.06.      Allocations. Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series B Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series B Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series B Holders pursuant to this Section 12.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series B Holders pursuant to the prior sentence and to the Series A Holders pursuant to Section 11.06 , Gross Ordinary Income shall be allocated to the Series B Holders and Series A Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series B Preferred Shares and Series A Preferred Shares respectively in such Fiscal Year.
Section 12.07.      Voting. Notwithstanding any provision in this Agreement or the Act to the contrary, the Series B Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series B Holders shall not be required for the taking of any Partnership action or inaction.
Section 12.08.      Liquidation Rights.
(a)      Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series B Preferred Mirror Units in accordance with Section 9.03 , the Series B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series B Holder is entitled pursuant to this Section 12.08(a) .
(b)      Upon a Dissolution Event, after each Series B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs), such Series B Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.
(c)      If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series B Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 12.08 .
(d)      Nothing in this Section 12.08 shall be understood to entitle the Series B Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.
(e)      For the purposes of this Section 12.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series B Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series B Dissolution Exception ”).
(f)      In the event that any member of the Apollo Operating Group liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series B Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series B Dissolution Exception or (ii) an event where the Issuer’s Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.
Section 12.09.      No Duties to Series B Holders. Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series B Holders.
Section 12.10.      Coordination Among Apollo Operating Group. To facilitate compliance with the limitations set forth in Section 12.02(b) and Section 12.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.
Section 12.11.      Amendments and Waivers. Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XII may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.
Section 12.12.      Expenses. It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series B Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series B Preferred Shares by the Issuer (the “ Series B Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series B Preferred Shares to APO Asset Co., LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC), LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series B Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series B Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.
Article XIII     

MISCELLANEOUS
Section 13.01.      Severability . If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Section 13.02.      Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13.02 ):
(a)      If to the Partnership, to:
Apollo Principal Holdings VIII, L.P.
c/o Apollo Principal Holdings VIII GP, Ltd.
9 West 57 th St., 43 rd Floor
New York, NY 10019
(b)      If to any Limited Partner, to:
Apollo Principal Holdings VIII, L.P.
c/o Apollo Principal Holdings VIII GP, Ltd.
9 West 57 th St., 43 rd Floor
New York, NY 10019
(c)      If to the General Partner, to:
Apollo Principal Holdings VIII GP, Ltd.
9 West 57 th St., 43 rd Floor
New York, NY 10019
Section 13.03.      Cumulative Remedies . The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by Law.
Section 13.04.      Binding Effect . This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.
Section 13.05.      Interpretation . Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding provisions of this Agreement.
Section 13.06.      Counterparts . This Agreement may be executed and delivered (including by facsimile transmission or other electronic means) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 13.06 .
Section 13.07.      Further Assurances . Each Limited Partner shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement.
Section 13.08.      Entire Agreement .
(a)      This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.
(b)      For the avoidance of doubt, each of the Limited Partners that serve as a senior managing director of any of the Apollo Operating Group entities or their Subsidiaries may from time to time enter into agreements with the Partnership in respect of the terms of such service.
Section 13.09.      Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands. To the fullest extent permitted by applicable law, the General Partner and each Limited Partner hereby agree that any claim, action or proceeding by any Limited Partner seeking any relief whatsoever based on, arising out of or in connection with, this Agreement or the Partnership’s business or affairs shall be brought only in the courts of the Cayman Islands. EACH PARTNER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY .
Section 13.10.      Expenses . Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.
Section 13.11.      Amendments and Waivers .
(a)      This Agreement (including the Annexes hereto) may be amended, supplemented, waived or modified by the written consent of the General Partner, subject to Article XI and Article XII ; provided that any amendment that would have a material adverse effect on the rights or preferences of any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Percentage Interests of the Class affected; provided further , that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment, supplement, waiver or modification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in United States federal income tax regulations, legislation or interpretation; and (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates on which distributions are to be made by the Partnership.
(b)      No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.
(c)      The General Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(1) (or any similar provision) under which the fair market value of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership and each of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while the election remains effective, and (iii) any other related amendments.
(d)      Except as may be otherwise required by law in connection with the winding-up, liquidation or dissolution of the Partnership, each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Partnership’s property.
(e)      Upon obtaining such approvals required by this Agreement and without further action or execution by any other Person, including any Limited Partner, (i) any amendment to this Agreement may be implemented and reflected in a writing executed solely by the General Partner, and (ii) the Limited Partners shall be deemed a party to and bound by such amendment of this Agreement.
Section 13.12.      No Third Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.02 ).
Section 13.13.      Headings . The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.
Section 13.14.      Construction . Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extent permitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should be interpreted most strongly against the party who drafted such language.
Section 13.15.      Power of Attorney . Each Limited Partner, by its execution hereof, hereby irrevocably makes, constitutes and appoints the General Partner as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) the original certificate of registration of the Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (c) all certificates and other instruments (including consents and ratifications which the Limited Partners have agreed to provide upon a matter receiving the agreed support of Limited Partners) deemed advisable by the General Partner to carry out the provisions of this Agreement (including the provisions of Section 8.04 ) and Law or to permit the Partnership to become or to continue as an exempted limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business; (d) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the admission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of this Agreement; (e) all conveyances and other instruments or papers deemed advisable by the General Partner to effect the liquidation and termination of the Partnership; and (f) all fictitious or assumed name certificates required or permitted (in light of the Partnership’s activities) to be filed on behalf of the Partnership.
Section 13.16.      Letter Agreements; Schedules . Notwithstanding the provisions of this Agreement, including Section 13.11 , it is hereby acknowledged and agreed that the General Partner on its own behalf or on behalf of the Partnership without the approval of any Limited Partner or any other Person may enter into a side letter or similar agreement to or with a Limited Partner which has the effect of establishing rights under, or altering or supplementing the terms of, this Agreement. The parties hereto agree that any terms contained in a side letter or similar agreement to or with a Limited Partner shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement. The General Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.
Section 13.17.      Partnership Status . The parties intend to treat the Partnership as a partnership for United States federal income tax purposes. The General Partner shall file a Form 8832 with the Internal Revenue Service electing for the Partnership to be classified as a partnership for United States federal income tax purposes.
[Signature Page Follows]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as a deed of the date first written above.
General Partner:
APOLLO PRINCIPAL HOLDINGS VIII GP, LTD.
By:_ /s/   John J. Suydam _______________
Name: John J. Suydam
Title: Vice President

Witness:_ /s/   Heather N. Brocksmith _____


Limited Partners:
APO CORP.
By:_ /s/   John J. Suydam _______________
Name: John J. Suydam
Title: Vice President

Witness:_ /s/   Heather N. Brocksmith _____

 
AP PROFESSIONAL HOLDINGS, L.P.
By: BRH Holdings GP, Ltd.,
        its general partner


By:_ /s/   John J. Suydam _______________
Name: John J. Suydam
Title: Vice President

Witness:_ /s/   Heather N. Brocksmith _____

 


Annex A

Apollo Principal Holdings I, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings II, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings III, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings IV, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings V, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VI, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VII, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VIII, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings IX, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings X, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings XI, LLC and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings XII, L.P. and each of its affiliated carry and co-invest vehicles;
AMH Holdings (Cayman), L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Management Holdings, L.P. and each of its affiliated carry and co-invest vehicles



    
Exhibit 10.18

EXECUTION VERSION


FOURTH AMENDED AND RESTATED
EXEMPTED LIMITED PARTNERSHIP AGREEMENT
OF
APOLLO PRINCIPAL HOLDINGS IX, L.P.
Dated March 19, 2018
THE PARTNERSHIP UNITS OF APOLLO PRINCIPAL HOLDINGS IX, L.P. HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.



TABLE OF CONTENTS
Page
Article I DEFINITIONS 2
Definitions
2
Article II FORMATION, TERM, PURPOSE AND POWERS 12
Formation
12
Name
12
Term
12
Offices
12
Agent for Service of Process
12
Business Purpose
12
Powers of the General Partner
13
Partners; Admission of New Partners
13
Withdrawal
13
Article III MANAGEMENT 13
General Partner
13
Compensation
14
Expenses
14
Authority of Partners
14
Action by Written Consent or Ratification
14
Article IV DISTRIBUTIONS 15
Distributions
15
Liquidation Distribution
16
Limitations on Distribution
16
Distributions on Series A Preferred Mirror Units
16
Distributions on Series B Preferred Mirror Units
16
Article V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS 16
Initial Capital Contributions
16
No Additional Capital Contributions
16
Capital Accounts
16
Allocations of Profits and Losses
17
Special Allocations
17
Tax Allocations
19
Tax Advances
19
Tax Matters
19
Other Allocation Provisions
20
Article VI BOOKS AND RECORDS; REPORTS 20
Books and Records
20
Article VII PARTNERSHIP UNITS 21
Units
21
Register
21
Registered Partners
21
Article VIII FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS 22
Limited Partner Transfers
22
Encumbrances
22
Further Restrictions
22
Rights of Assignees
23
Admissions, Withdrawals and Removals
23
Admission of Assignees as Substitute Limited Partners
24
Withdrawal and Removal of Limited Partners
24
Article IX DISSOLUTION, LIQUIDATION AND TERMINATION 24
No Dissolution
24
Events Causing Winding Up
24
Distribution upon Winding Up
25
Time for Liquidation
25
Termination
25
Claims of the Partners
26
Survival of Certain Provisions
26
Article X LIABILITY AND INDEMNIFICATION 26
Liability of Partners
26
Indemnification
27
Article XI TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS 28
Designation
28
Distributions
28
Rank
30
Redemption
30
Series A Distribution Rate
31
Allocations
31
Voting
31
Liquidation Rights
32
No Duties to Series A Holders
33
Coordination Among Apollo Operating Group
33
Amendments and Waivers
33
Expenses
33
Article XII TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS 34
Designation
34
Distributions
34
Rank
36
Redemption
36
Series B Distribution Rate
37
Allocations
37
Voting
37
Liquidation Rights
37
No Duties to Series B Holders
39
Coordination Among Apollo Operating Group
39
Amendments and Waivers
39
Expenses
39
Article XIII MISCELLANEOUS 39
Severability
39
Notices
40
Cumulative Remedies
40
Binding Effect
40
Interpretation
40
Counterparts
41
Further Assurances
41
Entire Agreement
41
Governing Law
41
Expenses
41
Amendments and Waivers
41
No Third Party Beneficiaries
42
Headings
43
Construction
43
Power of Attorney
43
Letter Agreements; Schedules
43
Partnership Status
44

FOURTH AMENDED AND RESTATED
EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF
APOLLO PRINCIPAL HOLDINGS IX, L.P.
This FOURTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT (this “ Agreement ”) of Apollo Principal Holdings IX, L.P. (the “ Partnership ”) is made on the 19th day of March, 2018, by and among Apollo Principal Holdings IX GP, Ltd., an exempted company formed under the laws of the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.
WHEREAS, Apollo Principal Holdings IX GP, Ltd., as general partner, and Patrick Head, as limited partner (the “ Initial Limited Partner ”) entered into the initial Limited Partnership Agreement of the Partnership on December 17, 2008 (the “ Original Agreement ”);
WHEREAS, the Partnership was registered as an exempted limited partnership under the laws of the Cayman Islands as evidenced by the certificate of registration (the “ Certificate ”) dated December 22, 2008;
WHEREAS, on December 30, 2008, the Original Agreement was amended and restated (the “ Amended Agreement ”) to permit the admission of the Limited Partners to the Partnership and the withdrawal of the Initial Limited Partner;
WHEREAS, on April 14, 2010, the Amended Agreement was further amended and restated (the “ Second Amended Agreement ”);
WHEREAS, on March 7, 2017, the Second Amended Agreement was further amended and restated (the “ Third Amended Agreement ”) for the purpose of designating the Series A Preferred Mirror Units;
WHEREAS, Section 7.01 of the Third Amended Agreement provides that the General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other classes, and one or more series of any such class, of units into which the interests of the Partnership may be classified or divided, with such designations, preferences, rights, powers and duties (which may be senior to then-existing classes of interests in the Partnership) as shall be determined by the General Partner;
WHEREAS, Section 12.11 of the Third Amended Agreement provides that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect, among other things, any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; and
WHEREAS, pursuant to the aforementioned sections of the Third Amended Agreement, the General Partner desires to establish a new class of interest in the Partnership to be named Series B Preferred Mirror Units, with such designations, preferences, rights, powers and duties as are set forth herein, and, in connection therewith, desires to further amend and restate the Third Amended Agreement as set forth herein (as so further amended and restated, this “ Agreement ”).
NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree as follows:
Article I

DEFINITIONS
Section 1.01.      Definitions . Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):
“ Act ” means the Exempted Limited Partnership Law (as amended) of the Cayman Islands.
“ Additional Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Adjusted Capital Account Balance ” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(c)(4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), and any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
“ Affiliate ” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.
“ Agreement ” has the meaning set forth in the recitals.
“ Amended Agreement ” has the meaning set forth in the recitals.
“ Amended Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ AOG Series A Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series A Preferred Mirror Units.
“ AOG Series B Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series B Preferred Mirror Units.
“ AP Professional ” means AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership.
“ APO Corp. ” means APO Corp., a Delaware corporation.
“ APO (FC) LLC ” means APO (FC), LLC, an Anguilla limited liability company.
“ Apollo Operating Group ” means each of the Partnership, Apollo Principal Holdings I, L.P., a Delaware limited partnership, Apollo Principal Holdings II, L.P., a Delaware limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Delaware limited partnership, Apollo Principal Holdings VI, L.P., a Delaware limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, Apollo Management Holdings, L.P., a Delaware limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, and any successors thereto or other entities formed to serve as holding vehicles for the Issuer’s carry vehicles, management companies or other entities formed to engage in the asset management business (including alternative asset management), as set forth on Annex A , as amended from time to time.
“ Assignee ” has the meaning set forth in Section 8.04 .
“ Assumed Tax Rate ” means the highest effective marginal combined United States federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductibility of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for United States federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.
“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.
“ Capital Account ” means the separate capital account maintained for each Partner in accordance with Section 5.03 .
“ Capital Contribution ” means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), net of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to the Partnership pursuant to Article V .
“ Carrying Value ” means, with respect to any Partnership asset, the asset’s adjusted basis for United States federal income tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of (a) the date of the acquisition of any additional Partnership interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership interest is relinquished to the Partnership; (d) any other date specified in the Treasury Regulations or (e) any other date specified by the General Partner; provided , however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for United States federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.
“ Certificate ” has the meaning set forth in the recitals.
“ Change of Control Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Class ” means the classes of Units into which the interests in the Partnership may be classified or divided from time to time pursuant to the provisions of this Agreement.
“ Class A Shares ” means the Class A Common Shares of the Issuer representing Class A limited liability company interests of the Issuer.
“ Class A Units ” means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.
“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time.
“ Common Units ” means the Class A Units.
“ Contingencies ” has the meaning set forth in Section 9.03(a) .
“ Control ” (including the terms “ Controlled by ” and “ under common Control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.
“ Covered Person ” and “ Covered Persons ” have the meanings set forth in Section 10.02(a) .
“ Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Creditable Foreign Tax ” means a non-United States tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A non-United States tax is a Creditable Foreign Tax for these purposes without regard to whether a partner receiving an allocation of such non-United States tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “Creditable Foreign Tax” in Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.
“ Disabling Event” means the General Partner ceasing to be the general partner of the Partnership for any of the reasons set out under the Act.
“ Dissolution Event ” has the meaning set forth in Section 9.02 .
“ Distributable Cash ” means cash received by the Partnership from dividends and distributions or other income, other than cash reserves to account for reasonably anticipated expenses and other liabilities, including, without limitation, tax liabilities, as the General Partner may determine to be appropriate.
“ Distribution Payment Date ” means March 15, June 15, September 15 and December 15 of each year, commencing (a) with respect to the Series A Preferred Mirror Units, on June 15, 2017 and (b) with respect to the Series B Preferred Mirror Units, on June 15, 2018.
“ Distribution Period ” means the period from and including a Distribution Payment Date to, but excluding, the next Distribution Payment Date, except that (a) the initial Distribution Period with respect to the Series A Preferred Mirror Units commenced on and included March 7, 2017 and (b) the initial Distribution Period with respect to the Series B Preferred Mirror Units commences on and includes March 19, 2018.
“ Encumbrance ” means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever.
“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended.
“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“ Exchange Agreement ” means the Fifth Amended and Restated Exchange Agreement dated as of April 28, 2017 among the Issuer, the Apollo Operating Group, and the limited partners of the Apollo Operating Group entities from time to time, as amended from time to time.
“ Exchange Transaction ” means an exchange of Class A Units for Class A Shares pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Class A Units to the Issuer, the Partnership or any of their Subsidiaries for other consideration.
“ Final Adjudication ” has the meaning set forth in Section 10.02(a) .
“ Final Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Fiscal Year ” means (i) the period commencing upon the formation of the Partnership and ending on December 31, 2008 or (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31.
“ Fund ” means any pooled investment vehicle or similar entity sponsored or managed, directly or indirectly, by the Issuer or any of its Subsidiaries.
“ General Partner ” means Apollo Principal Holdings IX GP, Ltd., an exempted company formed under the laws of the Cayman Islands or any successor general partner admitted to the Partnership in accordance with the terms of this Agreement, each in its capacity as general partner of the Partnership.
“ Gross Ordinary Income ” means the Partnership’s gross income excluding any gross income attributable to the sale or exchange of “capital assets” as defined in Section 1221 of the Code. Allocations to Series A Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series A Preferred Mirror Units. Allocations to Series B Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series B Preferred Mirror Units.
“ Initial Limited Partner ” has the meaning set forth in the recitals.
“ Issuer ” means Apollo Global Management, LLC, a limited liability company formed under the laws of the State of Delaware, or any successor thereto.
“ Issuer LLC Agreement ” means the Third Amended and Restated Limited Liability Company Agreement of the Issuer dated as of the date hereof.
“ Junior Units ” means Common Units and any other equity securities that the Partnership may issue in the future ranking, as to the payment of distributions, junior to the Series A Preferred Mirror Units and the Series B Preferred Mirror Units.
“ Law ” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Partnership or any Partner, as the case may be.
“ Limited Partner ” means each of the Persons from time to time listed as a limited partner in the books and records of the Partnership, each in their capacity as a limited partner of the Partnership.
“ Liquidation Agent ” has the meaning set forth in Section 9.03 .
“ Liquidation Preference ” means, in respect of any Preferred Units, the “Liquidation Preference” per Preferred Unit specified for such Preferred Units.
“ Net Taxable Income ” has the meaning set forth in Section 4.01(b)(i) .
“ Nonrecourse Deductions ” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a Fiscal Year equals the net increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that Fiscal Year, determined according to the provisions of Treasury Regulations Section 1.704-2(c).
“ Original Agreement ” has the meaning set forth in the recitals.
“ Parity Units ” means any Partnership securities, including Preferred Units, that the Partnership has authorized or issued or may authorize or issue, the terms of which provide that such securities shall rank equally with the Series A Preferred Mirror Units and the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event. For purposes of this definition, the Series A Preferred Mirror Units shall be treated as Parity Units with respect to the Series B Preferred Mirror Units and the Series B Preferred Mirror Units shall be treated as Parity Units with respect to the Series A Preferred Mirror Units.
“ Partner Nonrecourse Debt Minimum Gain ” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3).
“ Partner Nonrecourse Deductions ” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2).
“ Partners ” means, at any time, each person listed as a partner (including the General Partner) on the books and records of the Partnership, in each case for so long as he, she or it remains a partner of the Partnership as provided hereunder.
“ Partnership ” has the meaning set forth in the recitals.
“ Partnership Minimum Gain ” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).
“ Partnership Representative ” means the “partnership representative” as defined in Section 6223 of the Code after amendment by P.L. 114-74.
“ Percentage Interest ” means, with respect to any Partner and subject to Section 11.01 and Section 12.01 , the quotient obtained by dividing the number of Units then owned by such Partner by the number of Units then owned by all Partners.
“ Permitted Jurisdiction ” means the United States or any state thereof, Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Gibraltar, Ireland, Italy, Luxembourg, the Netherlands, Switzerland, the United Kingdom or British Crown Dependencies, any other member country of the Organization for Economic Co-operation and Development, or any political subdivision of any of the foregoing.
“ Permitted Reorganization ” means the (i) voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership into another exempted limited partnership pursuant to provisions of this Agreement that allow the Partnership to convert, merge or convey its assets to another entity with or without General Partner approval, (ii) for purposes of Section 11.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series A Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series A Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval or (iii) for purposes of Section 12.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series B Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series B Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval.
“ Permitted Transfer ” means the sale, conveyance, exchange or transfer, for cash, shares of capital stock, securities or other consideration, of all or substantially all of the Partnership’s property or assets or the consolidation, merger or amalgamation of the Partnership with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into the Partnership.
“ Person ” means any individual, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.
“ Portfolio Company ” means any Person in which any Fund owns or has made, directly or indirectly, an investment.
“ Preferred Units ” means (i) the Series A Preferred Mirror Units, (ii) the Series B Preferred Mirror Units and (iii) any other Class of Units that entitles the Record Holders thereof to a preference or priority over the Record Holders of any other Class of Units in the right to share profits or losses or items thereof, the right to share in Partnership distributions or rights upon dissolution or liquidation of the Partnership.
“ Profits ” and “ Losses ” means, for each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for United States federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from United States federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the United States federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis; provided that if the United States federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses; and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.
“ Rating Agency Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Record Date ” means a date established by the General Partner in its sole discretion for determining the identity of Record Holders entitled to receive a distribution.
“ Record Holder ” or “ holder ” means, with respect to any Units, the Person in whose name such Units are registered on the books of the Partnership as of the opening of business on a particular Business Day.
“ Roll-up Agreements ” mean collectively, each Roll-up Agreement, by and among BRH Holdings, L.P., a Cayman Islands exempted limited partnership, AP Professional, the Issuer, APO Asset Co., LLC, a Delaware limited liability company, APO Corp., and an employee of the Issuer or one of its Subsidiaries, dated as of July 13, 2007, each as amended, restated, supplemented or otherwise modified from time to time.
“ SEC ” means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.
“ Second Amended Agreement ” has the meaning set forth in the recitals.
“ Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“ Series A Dissolution Exception ” has the meaning set forth in Section 11.08(e) .
“ Series A Distribution Rate ” means 6.375%.
“ Series A Holder ” means a holder of Series A Preferred Mirror Units.
“ Series A Liquidation Preference ” means $25.00 per Series A Preferred Mirror Unit. The Series A Liquidation Preference shall be the “Liquidation Preference” with respect to the Series A Preferred Mirror Units.
“ Series A Offering Expenses ” has the meaning set forth in Section 11.12 .
“ Series A Preferred Mirror Unit ” means a 6.375% Series A Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XI .
“ Series A Preferred Shares ” means the 6.375% Series A Preferred Shares of the Issuer.
“ Series A Record Date ” means, with respect to any Distribution Payment Date, the March 1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series A Record Dates shall apply regardless of whether a particular Series A Record Date is a Business Day. The Series A Record Dates shall constitute Record Dates with respect to the Series A Preferred Mirror Units for the purpose of distributions on the Series A Preferred Mirror Units.
“ Series A Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Series B Dissolution Exception ” has the meaning set forth in Section 12.08(e) .
“ Series B Distribution Rate ” means 6.375%.
“ Series B Holder ” means a holder of Series B Preferred Mirror Units.
“ Series B Liquidation Preference ” means $25.00 per Series B Preferred Mirror Unit. The Series B Liquidation Preference shall be the “Liquidation Preference” with respect to the Series B Preferred Mirror Units.
“ Series B Offering Expenses ” has the meaning set forth in Section 12.12 .
“ Series B Preferred Mirror Unit ” means a 6.375% Series B Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XII .
“ Series B Preferred Shares ” means the 6.375% Series B Preferred Shares of the Issuer.
“ Series B Record Date ” means, with respect to any Distribution Payment Date, the March 1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series B Record Dates shall apply regardless of whether a particular Series B Record Date is a Business Day. The Series B Record Dates shall constitute Record Dates with respect to the Series B Preferred Mirror Units for the purpose of distributions on the Series B Preferred Mirror Units.
“ Series B Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Similar Law ” means any law or regulation that could cause the underlying assets of the Partnership to be treated as assets of the Limited Partner by virtue of its limited partner interest in the Partnership and thereby subject the Partnership and the General Partner (or other persons responsible for the investment and operation of the Partnership’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.
“ Subsidiary ” means, with respect to any Person, as of any date of determination, any other Person as to which such Person owns, directly or indirectly, or otherwise controls, more than 50% of the voting shares or other similar interests or the sole general partner interest or managing member or similar interest of such Person. The term “Subsidiary” does not include at any time any Funds or Portfolio Companies.
“ Substantially All Merger ” means a merger or consolidation of one or more members of the Apollo Operating Group with or into another Person that would, in one or a series of related transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the combined assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.
“ Substantially All Sale ” means a sale, assignment, transfer, lease or conveyance, in one or a series of related transactions, directly or indirectly, of all or substantially all of the assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.
“ Tax Advances ” has the meaning set forth in Section 5.07 .
“ Tax Amount ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Distributions ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Matters Partner ” has the meaning set forth in Section 5.08 .
“ Third Amended Agreement ” has the meaning set forth in the recitals.
“ Transfer ” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law, including, without limitation, the exchange of any Unit for any other security.
“ Treasury Regulations ” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).
“ Units ” means the Class A Units and any other Class of Units authorized in accordance with this Agreement, including the Series A Preferred Mirror Units and the Series B Preferred Mirror Units, which shall constitute interests in the Partnership as provided in this Agreement and under the Act; entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of this Agreement.
“ 2007 Omnibus Equity Incentive Plan ” means the Issuer’s 2007 Omnibus Equity Incentive Plan, as amended, restated, supplemented or otherwise modified from time to time.
Article II     

FORMATION, TERM, PURPOSE AND POWERS
Section 2.01.      Formation . The Partnership was formed as an exempted limited partnership under the provisions of the Act on December 17, 2008. The Partnership is hereby continued pursuant to the Act and this Agreement. If requested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of an exempted limited partnership under the laws of the Cayman Islands, (b) if the General Partner deems it advisable, the operation of the Partnership as an exempted limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.
Section 2.02.      Name . The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, Apollo Principal Holdings IX, L.P.
Section 2.03.      Term . The term of the Partnership commenced on the date of the issuance of the Certificate, and the term shall continue until the winding up and dissolution of the Partnership in accordance with Article IX . The existence of the Partnership shall continue until cancellation of the Certificate in the manner required by the Act.
Section 2.04.      Offices . The Partnership may have offices at such places as the General Partner from time to time may select.
Section 2.05.      Agent for Service of Process . The Partnership’s registered office and registered agent for service of process in the Cayman Islands shall be Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, KY1-9008, Cayman Islands or as otherwise determined by the General Partner from time to time.
Section 2.06.      Business Purpose . The Partnership shall have the power to engage in any lawful act or activity for which exempted limited partnerships may be formed under the Act and engage in any and all activities necessary or incidental thereto.
Section 2.07.      Powers of the General Partner . Subject to the limitations set forth in this Agreement, the General Partner will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06 .
Section 2.08.      Partners; Admission of New Partners . Each of the Partners of the Partnership hereby continues as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Act, except as is otherwise expressly provided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time to time as a new Partner in accordance with Section 8.05 and Section 8.06 ; provided , however, that each new Partner shall execute and deliver to the General Partner an appropriate supplement or counterpart or instrument of adherence to this Agreement pursuant to which the new Partner agrees to be bound by the terms and conditions of the Agreement, as it may be amended from time to time.
Section 2.09.      Withdrawal . No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Units owned by such Partner in accordance with Article VIII ; provided , however, that a new General Partner or substitute General Partner may be admitted to the Partnership in accordance with Section 8.05 .
Article III     

MANAGEMENT
Section 3.01.      General Partner .
(a)      The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.
(b)      The Partners hereby agree that the Partnership, acting by the General Partner, shall be and hereby is authorized to (i) open bank accounts on behalf of the Partnership in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Partnership on deposit in such accounts, as may be deemed by the General Partner to be necessary, appropriate or otherwise in the best interests of the Partnership and, in connection therewith, execute any form of required resolution necessary to open any such bank accounts; (ii) prepare, execute and file with the appropriate authorities such federal, state or local applications, forms and papers on behalf of the Partnership as may be required by law or deemed by the General Partner to be necessary, appropriate or otherwise in the best interests of the Partnership, as applicable; and (iii) pay on behalf of the Partnership any and all fees and expenses incident to and necessary to perfect the organization of the Partnership. Notwithstanding any other provision of this Agreement, the Partnership, acting by the General Partner, is hereby authorized to enter into, and to perform its obligations under, the aforementioned agreements, deeds, receipts, certificates, filings and other documents, without any consent of any Limited Partner, but such authorization shall not be deemed a restriction on the power of the Partnership or the General Partner acting on behalf of the Partnership to enter into, and to perform its obligations under, other agreements on behalf of the Partnership. The Partners agree that the General Partner may execute the aforementioned agreements, deeds, receipts, certificates, filings and other documents on behalf of the Partnership that the General Partner deems appropriate and that any prior acts of the Partnership and the General Partner acting on behalf of the Partnership, consistent with the foregoing authorizations, are hereby ratified and confirmed.
Section 3.02.      Compensation . The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacity as General Partner.
Section 3.03.      Expenses . The Partnership shall bear and/or reimburse (i) the General Partner for any expenses incurred by the General Partner in connection with serving as the general partner of the Partnership, and (ii) Issuer and APO (FC) LLC, with respect to the Partnership’s allocable share of any expenses solely incurred by or attributable to the Issuer or APO (FC) LLC but excluding obligations incurred under the Tax Receivable Agreement, dated as of July 13, 2007 among APO Corp. and the Apollo Operating Group entities party thereto, by the Issuer, income tax expenses of the Issuer or APO (FC) LLC and indebtedness incurred by the Issuer or APO (FC) LLC.
Section 3.04.      Authority of Partners . No Limited Partner, in its capacity as such, shall participate in or have any control over the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. No Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.
Section 3.05.      Action by Written Consent or Ratification . Any action required or permitted to be taken by the Partners pursuant to this Agreement shall be taken if all Partners whose consent or ratification is required consent thereto or provide a consent or ratification in writing.
Article IV     

DISTRIBUTIONS
Section 4.01.      Distributions .
(a)      Subject to Section 4.04 , Article XI and Article XII , all distributions of Distributable Cash shall be made, at the discretion of the General Partner, to the Limited Partners pro rata in accordance with their respective Percentage Interests.
(b)      Tax Distributions .
(i)      Subject to Section 4.04 , Article XI and Article XII , in addition to the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year will give rise to taxable income for the Partners (“ Net Taxable Income ”), the General Partner shall cause the Partnership to distribute Distributable Cash in respect of income tax liabilities (the “ Tax Distributions ”) to the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities, provided that distributions pursuant to Section 4.02 and allocations pursuant to Section 5.04 related to such distributions shall not be taken into account for purposes of this Section 4.01(b) . The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance with Article V , multiplied by the Assumed Tax Rate (the “ Tax Amount ”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored. Any Tax Distributions shall be made to all Partners, whether or not they are subject to such applicable United States federal, state and local taxes, pro rata in accordance with their Percentage Interest.
(ii)      Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner: (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “ Amended Tax Amount ”), and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “ Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount for such Fiscal Year (the “ Final Tax Amount ”) and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (the “ Additional Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein.
Section 4.02.      Liquidation Distribution . Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03 .
Section 4.03.      Limitations on Distribution . Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall not make a Partnership distribution to any Partner if such distribution would violate the Act or other applicable Law.
Section 4.04.      Distributions on Series A Preferred Mirror Units . No distributions shall be made with respect to the Series A Preferred Mirror Units except as permitted under Article XI . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series A Preferred Mirror Units.
Section 4.05.      Distributions on Series B Preferred Mirror Units . No distributions shall be made with respect to the Series B Preferred Mirror Units except as permitted under Article XII . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series B Preferred Mirror Units.
Article V     

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;
TAX ALLOCATIONS; TAX MATTERS
Section 5.01.      Initial Capital Contributions . The Partners have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Class A Units, Series A Preferred Mirror Units and/or Series B Preferred Mirror Units as specified in the books and records of the Partnership.
Section 5.02.      No Additional Capital Contributions . Except as otherwise provided in this Article V, no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional Capital Contributions to the Partnership without the consent of the General Partner.
Section 5.03.      Capital Accounts . A separate capital account (a “ Capital Account ”) shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s Capital Contributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05 ; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04 , any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 5.05 , and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest. The Capital Account balance of each holder of Series A Preferred Mirror Units with respect to each Series A Preferred Mirror Unit shall equal the Liquidation Preference per Series A Preferred Mirror Unit as of the date such Series A Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XI . The Capital Account balance of each holder of Series B Preferred Mirror Units with respect to each Series B Preferred Mirror Unit shall equal the Liquidation Preference per Series B Preferred Mirror Unit as of the date such Series B Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XII .
Section 5.04.      Allocations of Profits and Losses . Except as otherwise provided in this Agreement (including Section 11.06 and Section 12.06 ), Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in respect of any Common Units held by a Partner in a manner such that the Capital Account of each Partner holding Common Units after giving effect to the special allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.
Section 5.05.      Special Allocations . Notwithstanding any other provision in this Article V:
(a)      Minimum Gain Chargeback . If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners holding Common Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4).
(b)      Qualified Income Offset . If any Partner holding Common Units unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.
(c)      Gross Income Allocation . If any Partner holding Common Units has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.
(d)      Nonrecourse Deductions . Nonrecourse Deductions shall be allocated to the Partners in accordance with their respective Percentage Interests.
(e)      Partner Nonrecourse Deductions . Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j).
(f)      Creditable Foreign Taxes . Creditable Foreign Taxes for any taxable period attributable to the Partnership, or an entity owned directly or indirectly by the Partnership, shall be allocated to the Partners in proportion to the Partners’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Foreign Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 5.05(f) are intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.
(g)      Ameliorative Allocations . Any special allocations of income or gain pursuant to Section 5.05(b) or (c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g) , so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Section 5.05(b) or (c) had not occurred.
Section 5.06.      Tax Allocations . For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses, and specially allocated items, including items of Gross Ordinary Income allocated pursuant to Section 11.06 and Section 12.06 , are allocated for Capital Account purposes; provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for United States federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the difference between the Carrying Value and the adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make such allocations for tax purposes as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.
Section 5.07.      Tax Advances . To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to make tax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“ Tax Advances ”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of this Agreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or make a tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b) ) with respect to income attributable to or distributions or other payments to such Partner.
Section 5.08.      Tax Matters . The General Partner shall be the initial “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (prior to amendment by P.L. 114-74) (the “ Tax Matters Partner ”) and the Partnership Representative for purposes of Section 6223 of the Code (after amendment by P.L. 114-74). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, in consultation with the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Partner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep the other Partners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Partnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of United States Internal Revenue Service Schedule K-1, and any comparable statements required by applicable United States state or local income tax Law as a result of the Partnership’s activities or investments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners to prepare and file their own tax returns. The Partnership shall use any reasonable method or combination of methods in accordance with Section 706(d) of the Code for the purpose of allocating or specifically allocating items of income, gain, loss, deduction and expense of the Partnership for federal income tax purposes to account for the varying interests of the Partners for the Fiscal Year.
Section 5.09.      Other Allocation Provisions . Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1 (b) and shall be interpreted and applied in a manner consistent with such regulations. Section 5.03 , Section 5.04 and Section 5.05 may be amended at any time by the General Partner if the General Partner believes such amendment is advisable, so long as any such amendment does not materially change the relative economic interests of the Partners. Furthermore, the General Partner shall use its reasonable best efforts to cause its Subsidiaries to make adjustments to Capital Accounts to reflect an adjustment to the carrying value of such Subsidiaries’ assets consistent with the adjustments to Carrying Values of the Partnership’s assets hereunder.
Article VI     

BOOKS AND RECORDS; REPORTS
Section 6.01.      Books and Records .
(a)      At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separate books of account for the Partnership.
(b)      Except as limited by Section 6.01(c) , each Limited Partner shall have the right to receive, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense:
(i)      a copy of the Certificate and this Agreement and all amendments thereto, together with a copy of the executed copies of all powers of attorney (if applicable) pursuant to which the Certificate and this Agreement and all amendments thereto have been executed; and
(ii)      promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the three most recent years.
(c)      The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole discretion, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes is not in the best interests of the Partnership, could damage the Partnership or its business or that the Partnership is required by law or by agreement with any third party to keep confidential.
Article VII     

PARTNERSHIP UNITS
Section 7.01.      Units . Interests in the Partnership shall be represented by Units. As of the date of this Agreement, the Units are comprised of three Classes: Class A Units, Series A Preferred Mirror Units and Series B Preferred Mirror Units. The terms, rights, powers, preferences and duties of the Series A Preferred Mirror Units and the Series B Preferred Mirror Units are as set forth in Article XI and Article XII , respectively. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon the winding up, liquidation and dissolution of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units, the Series A Preferred Mirror Units, the Series B Preferred Mirror Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.
Section 7.02.      Register . The register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information with respect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of the Partnership.
Section 7.03.      Registered Partners . The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.
Article VIII     

FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS
Section 8.01.      Limited Partner Transfers .
(a)      No Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.
(b)      Subject to Section 8.03 , the General Partner may consider consenting to an exchange or Transfer of Common Units in an Exchange Transaction pursuant to the terms of the Exchange Agreement. In the case of a Transfer of Common Units in connection with an Exchange Transaction, the Percentage Interests of the Limited Partners shall be appropriately adjusted to provide for, as applicable, a decrease in the number of Common Units owned by the exchanging Limited Partner and an increase in the number of Common Units owned by APO (FC) LLC.
(c)      Subject to Section 8.04 , the General Partner may consider consenting to an exchange or Transfer of Units by a Limited Partner that is a party to a Roll-up Agreement pursuant to the terms and provisions thereof.
Section 8.02.      Encumbrances . No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units (or any beneficial interest therein) unless the General Partner consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion. Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Any purported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.
Section 8.03.      Further Restrictions . Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if:
(a)      such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;
(b)      such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws;
(c)      such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise;
(d)      to the extent requested by the General Partner, the Partnership does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion; or
(e)      such Transfer would create a substantial risk that the Partnership would be classified or otherwise treated other than as a partnership for United States federal income tax purposes.
Section 8.04.      Rights of Assignees . Subject to Section 8.05 and Section 8.06 , the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“ Assignee ”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.05 or Section 8.06 .
Section 8.05.      Admissions, Withdrawals and Removals .
(a)      No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent or ratification of APO (FC) LLC. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn). The outgoing General Partner shall execute such documents as must be filed with the Registrar of Exempted Limited Partnerships in the Cayman Islands to reflect a change in the General Partner.
(b)      No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.07 .
(c)      Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Section 8.06.      Admission of Assignees as Substitute Limited Partners . An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:
(a)      the General Partner consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in each case in the General Partner’s sole discretion;
(b)      if required by the General Partner, the General Partner receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Limited Partner) that are in a form satisfactory to the General Partner (as determined in its sole discretion);
(c)      if required by the General Partner, the General Partner receives an opinion of counsel satisfactory to the General Partner to the effect that such Transfer is in compliance with this Agreement and all applicable Law; and
(d)      if required by the General Partner, the parties to the Transfer, or any one of them, pays all of the Partnership’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Partnership).
Section 8.07.      Withdrawal and Removal of Limited Partners . If a Limited Partner ceases to hold any Units, then such Limited Partner shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.
Article IX     

DISSOLUTION, LIQUIDATION AND TERMINATION
Section 9.01.      No Dissolution . Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be wound up, liquidated, dissolved and terminated only pursuant to the provisions of this Article IX, and the Partners hereby irrevocably waive any and all other rights they may have to cause a winding up and/or dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.
Section 9.02.      Events Causing Winding Up . The Partnership shall be wound up upon the occurrence of any of the following events (each, a “ Dissolution Event ”):
(a)      an order of the Grand Court of the Cayman Islands pursuant to the Act;
(b)      any event which makes it unlawful for the business of the Partnership to be carried on by the Partners;
(c)      the written consent of the General Partner and APO (FC) LLC;
(d)      any other event expressly set out in the Act not inconsistent with any provision hereof requiring the Partnership to be wound up and dissolved;
(e)      the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) APO (FC) LLC consents to or ratifies the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 90 days following the occurrence of any such event.
Section 9.03.      Distribution upon Winding Up . Upon the commencement of the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “ Liquidation Agent” ), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof and otherwise in accordance with Section 15(1) of the Act (to the extent applicable) and this Agreement. The proceeds of any liquidation shall be applied and distributed in the following order:
(a)      First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“ Contingencies ”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03 ;
(b)      Second, to the holders of the Series A Preferred Mirror Units and the holders of the Series B Preferred Mirror Units, as provided in Article XI and Article XII , respectively; and
(c)      The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Percentage Interests.
Section 9.04.      Time for Liquidation . A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.
Section 9.05.      Termination . The Partnership shall terminate when all of the assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX, and the General Partner or the Liquidation Agent (as applicable) shall then file a notice of dissolution with the Registrar of Exempted Limited Partnerships in the Cayman Islands.
Section 9.06.      Claims of the Partners . The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return such Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negative balance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restore such negative balance during the existence of the Partnership, upon dissolution or termination of the Partnership or otherwise, except to the extent required by the Act.
Section 9.07.      Survival of Certain Provisions . Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.02 and Section 13.09 shall survive the termination of the Partnership.
Article X     

LIABILITY AND INDEMNIFICATION
Section 10.01.      Liability of Partners .
(a)      No Limited Partner shall be liable for any debt, obligation or liability of the Partnership or of any other Partner or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Partner of the Partnership, except to the extent required by the Act.
(b)      This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Limited Partners hereto or on their respective Affiliates. Further, the Limited Partners hereby waive any and all fiduciary duties that, absent such waiver, may exist at or be implied by Law or in equity, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Partnership are only as expressly set forth in this Agreement and those required by the Act.
(c)      Subject to the Act, to the extent that, at law or in equity, any Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the Partners acting under this Agreement will not be liable to the Partnership or to any such other Partner for their good faith reliance on the provisions of this Agreement. Subject to the Act, the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Partner otherwise existing at law or in equity, are agreed by the Partners to replace to that extent such other duties and liabilities of the Partners relating thereto.
(d)      The General Partner may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the General Partner on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will be full justification for any such act or omission, and the General Partner will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.
Section 10.02.      Indemnification .
(a)      The General Partner, the Tax Matters Partner, the Partnership Representative (including, without limitation, for this purpose each former and present director, officer, consultant, advisor, manager, member, employee and stockholder of the General Partner, the Tax Matters Partner or the Partnership Representative) and each Limited Partner (including any former Limited Partner), in his capacity, as such, and to the extent such Limited Partner participates, directly or indirectly, in the Partnership’s activities (each, a “ Covered Person ” and collectively, the “ Covered Persons ”) shall not be liable to the Partnership or, to the extent applicable, to any of the other Partners for any loss, claim, damage or liability occasioned by any acts or omissions in the performance of its services hereunder, unless it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “ Final Adjudication ”) that such loss, claim, damage or liability is due to an act or omission of a Covered Person (i) made in bad faith or with criminal intent or (ii) that adversely affected the Partnership and that failed to satisfy the duty of care owed pursuant to the Partnership or as otherwise required by law.
(b)      A Covered Person shall be indemnified to the fullest extent permitted by law by the Partnership against any losses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) incurred by or imposed upon him by reason of or in connection with any action taken or omitted by such Covered Person arising out of the Covered Person’s status as a Partner or its activities on behalf of the Partnership, including in connection with any action, suit, investigation or proceeding before any judicial, administrative, regulatory or legislative body or agency to which it may be made a party or otherwise involved or with which it shall be threatened by reason of being or having been the General Partner or by reason of serving or having served as a director, officer, consultant, advisor, manager, member, partner, employee or stockholder of any enterprise in which the Partnership or any of its Affiliates has or had a financial interest; provided that the Partnership may, but shall not be required to, indemnify a Covered Person with respect to any matter as to which there has been a Final Adjudication that its acts or its failure to act (i) were in bad faith or with criminal intent, or (ii) were of a nature that makes indemnification by the relevant Affiliate unavailable. The right to indemnification granted by this Section 10.02 shall be in addition to any rights to which a Covered Person may otherwise be entitled and shall inure to the benefit of the successors by operation of law or valid assigns of such Covered Person. The Partnership shall pay the expenses incurred by a Covered Person in defending a civil or criminal action, suit, investigation or proceeding in advance of the final disposition of such action, suit, investigation or proceeding, upon receipt of an undertaking by the Covered Person to repay such payment if there shall be a Final Adjudication that it is not entitled to indemnification as provided herein. In any suit brought by the Covered Person to enforce a right to indemnification hereunder it shall be a defense that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 , and in any suit in the name of the Partnership to recover expenses advanced pursuant to the terms of an undertaking the Partnership shall be entitled to recover such expenses upon Final Adjudication that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 . In any such suit brought to enforce a right to indemnification or to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to an advancement of expenses, shall be on the Partnership (or any Limited Partner acting derivatively or otherwise on behalf of the Partnership or the Limited Partners). The General Partner may not satisfy any right of indemnity or reimbursement granted in this Section 10.02 or to which it may be otherwise entitled except out of the assets of the Partnership (including, without limitation, insurance proceeds and rights pursuant to indemnification agreements), and no Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. The General Partner may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 and obtain appropriate insurance coverage on behalf and at the expense of the Partnership to secure the Partnership’s indemnification obligations hereunder and may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 . Each Covered Person shall be deemed a third party beneficiary (to the extent not a direct party hereto) to this Agreement and, in particular, the provisions of this Section 10.02 .
(c)      To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or the Partners, the Covered Person shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement. Subject to the Act, the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of each such Covered Person.
Article XI     

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS
Section 11.01.      Designation . The Series A Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series A Preferred Mirror Unit shall be identical in all respects to every other Series A Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series A Holder in its capacity as such with respect to Series A Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series A Holders, “Percentage Interest” shall mean, with respect to any holder of Series A Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series A Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series A Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series A Holders or holders of other Parity Units, issue additional Series A Preferred Mirror Units.
Section 11.02.      Distributions .
(a)      The Series A Holders shall be entitled to receive with respect to each Series A Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series A Distribution Rate (subject to Section 11.05 of this Agreement) of the Series A Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series A Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the Partnership ’ s register at the close of business, New York City time, on a Series A Record Date, provided that if the Series A Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the Partnership ’ s register at the close of business, New York City time, on the Business Day immediately preceding such Series A Record Date.
(b)      So long as any Series A Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series A Mirror Interests or (ii) the Series A Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series A Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units.
(c)      The General Partner may, in its sole discretion, choose to pay distributions on the Series A Preferred Mirror Units without the payment of any distributions on any Junior Units.
(d)      When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series A Preferred Mirror Units or any Parity Units, all distributions declared upon the Series A Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series A Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.
(e)      No distributions may be declared or paid or set apart for payment on any Series A Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units, subject to any applicable terms of such outstanding Units.
(f)      Series A Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.
(g)      The Partnership and the Series A Holders intend that no portion of the distributions paid to the Series A Holders pursuant to this Section 11.02 shall be treated as a “ guaranteed payment ” within the meaning of Section 707(c) of the Code, and the Partnership and Series A Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.
Section 11.03.      Rank . The Series A Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:
(a)      junior to all of the Partnership ’ s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series A Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;
(b)      equally to any Parity Units; and
(c)      senior to any Junior Units.
Section 11.04.      Redemption .
(a)      Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series A Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.
(b)      If the Issuer redeems its Series A Preferred Shares pursuant to a Change of Control Event or a Series A Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series A Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series A Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series A Holders thereof shall cease other than the right to receive the redemption price, without interest.
(c)      Without limiting clause (b) of this Section 11.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series A Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series A Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series A Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series A Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series A Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series A Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series A Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series A Preferred Mirror Units without interest.
(d)      The Series A Holders shall have no right to require redemption of any Series A Preferred Mirror Units.
Section 11.05.      Series A Distribution Rate . If the distribution rate per annum on the Series A Preferred Shares issued by the Issuer shall increase pursuant to Section 13.5 of the Issuer LLC Agreement, then the Series A Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIII of the Issuer LLC Agreement.
Section 11.06.      Allocations . Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series A Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series A Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series A Holders pursuant to this Section 11.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series A Holders pursuant to the prior sentence and to the Series B Holders pursuant to Section 12.06 , Gross Ordinary Income shall be allocated to the Series A Holders and Series B Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series A Preferred Shares and Series B Preferred Shares respectively in such Fiscal Year.
Section 11.07.      Voting . Notwithstanding any provision in this Agreement or the Act to the contrary, the Series A Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Partnership action or inaction.
Section 11.08.      Liquidation Rights .
(a)      Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Section 9.03 , the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 11.08(a) .
(b)      Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.
(c)      If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 11.08 .
(d)      Nothing in this Section 11.08 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.
(e)      For the purposes of this Section 11.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series A Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series A Dissolution Exception ”).
(f)      In the event that any member of the Apollo Operating Group liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series A Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series A Dissolution Exception or (ii) an event where the Issuer’s Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.
Section 11.09.      No Duties to Series A Holders . Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series A Holders.
Section 11.10.      Coordination Among Apollo Operating Group . To facilitate compliance with the limitations set forth in Section 11.02(b) and Section 11.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.
Section 11.11.      Amendments and Waivers . Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XI may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.
Section 11.12.      Expenses . It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series A Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series A Preferred Shares by the Issuer (the “ Series A Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series A Preferred Shares to APO Asset Co., LLC, APO (FC) LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC), LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series A Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series A Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.
Article XII     

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS
Section 12.01.      Designation. The Series B Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series B Preferred Mirror Unit shall be identical in all respects to every other Series B Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series B Holder in its capacity as such with respect to Series B Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series B Holders, “Percentage Interest” shall mean, with respect to any holder of Series B Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series B Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series B Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series B Holders or holders of other Parity Units, issue additional Series B Preferred Mirror Units.
Section 12.02.      Distributions.
(a)      The Series B Holders shall be entitled to receive with respect to each Series B Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series B Distribution Rate (subject to Section 12.05 of this Agreement) of the Series B Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series B Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the Partnership’s register at the close of business, New York City time, on a Series B Record Date, provided that if the Series B Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the Partnership’s register at the close of business, New York City time, on the Business Day immediately preceding such Series B Record Date.
(b)      So long as any Series B Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series B Mirror Interests or (ii) the Series B Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan (or any successor or similar plan) in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series B Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units or with proceeds from the substantially concurrent sale of Junior Units.
(c)      The General Partner may, in its sole discretion, choose to pay distributions on the Series B Preferred Mirror Units without the payment of any distributions on any Junior Units.
(d)      When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series B Preferred Mirror Units or any Parity Units, all distributions declared upon the Series B Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series B Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.
(e)      No distributions may be declared or paid or set apart for payment on any Series B Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units, subject to any applicable terms of such outstanding Units.
(f)      Series B Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.
(g)      The Partnership and the Series B Holders intend that no portion of the distributions paid to the Series B Holders pursuant to this Section 12.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series B Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.
Section 12.03.      Rank. The Series B Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:
(a)      junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;
(b)      equally to any Parity Units; and
(c)      senior to any Junior Units.
Section 12.04.      Redemption.
(a)      Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series B Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.
(b)      If the Issuer redeems its Series B Preferred Shares pursuant to a Change of Control Event or a Series B Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. If the Issuer redeems its Series B Preferred Shares pursuant to a Rating Agency Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.50 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series B Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series B Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series B Holders thereof shall cease other than the right to receive the redemption price, without interest.
(c)      Without limiting clause (b) of this Section 12.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series B Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series B Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series B Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series B Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series B Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series B Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series B Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series B Preferred Mirror Units without interest.
(d)      The Series B Holders shall have no right to require redemption of any Series B Preferred Mirror Units.
Section 12.05.      Series B Distribution Rate. If the distribution rate per annum on the Series B Preferred Shares issued by the Issuer shall increase pursuant to Section 14.5 of the Issuer LLC Agreement, then the Series B Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIV of the Issuer LLC Agreement.
Section 12.06.      Allocations. Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series B Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series B Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series B Holders pursuant to this Section 12.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series B Holders pursuant to the prior sentence and to the Series A Holders pursuant to Section 11.06 , Gross Ordinary Income shall be allocated to the Series B Holders and Series A Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series B Preferred Shares and Series A Preferred Shares respectively in such Fiscal Year.
Section 12.07.      Voting. Notwithstanding any provision in this Agreement or the Act to the contrary, the Series B Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series B Holders shall not be required for the taking of any Partnership action or inaction.
Section 12.08.      Liquidation Rights.
(a)      Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series B Preferred Mirror Units in accordance with Section 9.03 , the Series B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series B Holder is entitled pursuant to this Section 12.08(a) .
(b)      Upon a Dissolution Event, after each Series B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs), such Series B Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.
(c)      If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series B Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 12.08 .
(d)      Nothing in this Section 12.08 shall be understood to entitle the Series B Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.
(e)      For the purposes of this Section 12.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series B Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series B Dissolution Exception ”).
(f)      In the event that any member of the Apollo Operating Group liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series B Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series B Dissolution Exception or (ii) an event where the Issuer’s Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.
Section 12.09.      No Duties to Series B Holders. Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series B Holders.
Section 12.10.      Coordination Among Apollo Operating Group. To facilitate compliance with the limitations set forth in Section 12.02(b) and Section 12.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.
Section 12.11.      Amendments and Waivers. Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XII may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.
Section 12.12.      Expenses. It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series B Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series B Preferred Shares by the Issuer (the “ Series B Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series B Preferred Shares to APO Asset Co., LLC, APO (FC) LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC), LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series B Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series B Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.
Article XIII     

MISCELLANEOUS
Section 13.01.      Severability . If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Section 13.02.      Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13.02 ):
(a)      If to the Partnership, to:
Apollo Principal Holdings IX, L.P.
c/o Apollo Principal Holdings IX GP, Ltd.
9 West 57 th St., 43 rd Floor
New York, NY 10019
(b)      If to any Limited Partner, to:
Apollo Principal Holdings IX, L.P.
c/o Apollo Principal Holdings IX GP, Ltd.
9 West 57 th St., 43 rd Floor
New York, NY 10019
(c)      If to the General Partner, to:
Apollo Principal Holdings IX GP, Ltd.
9 West 57 th St., 43 rd Floor
New York, NY 10019
Section 13.03.      Cumulative Remedies . The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by Law.
Section 13.04.      Binding Effect . This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.
Section 13.05.      Interpretation . Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding provisions of this Agreement.
Section 13.06.      Counterparts . This Agreement may be executed and delivered (including by facsimile transmission or other electronic means) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 13.06 .
Section 13.07.      Further Assurances . Each Limited Partner shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement.
Section 13.08.      Entire Agreement .
(a)      This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.
(b)      For the avoidance of doubt, each of the Limited Partners that serve as a senior managing director of any of the Apollo Operating Group entities or their Subsidiaries may from time to time enter into agreements with the Partnership in respect of the terms of such service.
Section 13.09.      Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands. To the fullest extent permitted by applicable law, the General Partner and each Limited Partner hereby agree that any claim, action or proceeding by any Limited Partner seeking any relief whatsoever based on, arising out of or in connection with, this Agreement or the Partnership’s business or affairs shall be brought only in the courts of the Cayman Islands. EACH PARTNER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY .
Section 13.10.      Expenses . Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.
Section 13.11.      Amendments and Waivers .
(a)      This Agreement (including the Annexes hereto) may be amended, supplemented, waived or modified by the written consent of the General Partner, subject to Article XI and Article XII ; provided that any amendment that would have a material adverse effect on the rights or preferences of any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Percentage Interests of the Class affected; provided further , that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment, supplement, waiver or modification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in United States federal income tax regulations, legislation or interpretation; and (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates on which distributions are to be made by the Partnership.
(b)      No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.
(c)      The General Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(1) (or any similar provision) under which the fair market value of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership and each of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while the election remains effective, and (iii) any other related amendments.
(d)      Except as may be otherwise required by law in connection with the winding-up, liquidation or dissolution of the Partnership, each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Partnership’s property.
(e)      Upon obtaining such approvals required by this Agreement and without further action or execution by any other Person, including any Limited Partner, (i) any amendment to this Agreement may be implemented and reflected in a writing executed solely by the General Partner, and (ii) the Limited Partners shall be deemed a party to and bound by such amendment of this Agreement.
Section 13.12.      No Third Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.02 ).
Section 13.13.      Headings . The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.
Section 13.14.      Construction . Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extent permitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should be interpreted most strongly against the party who drafted such language.
Section 13.15.      Power of Attorney . Each Limited Partner, by its execution hereof, hereby irrevocably makes, constitutes and appoints the General Partner as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) the original certificate of registration of the Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (c) all certificates and other instruments (including consents and ratifications which the Limited Partners have agreed to provide upon a matter receiving the agreed support of Limited Partners) deemed advisable by the General Partner to carry out the provisions of this Agreement (including the provisions of Section 8.04 ) and Law or to permit the Partnership to become or to continue as an exempted limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business; (d) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the admission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of this Agreement; (e) all conveyances and other instruments or papers deemed advisable by the General Partner to effect the liquidation and termination of the Partnership; and (f) all fictitious or assumed name certificates required or permitted (in light of the Partnership’s activities) to be filed on behalf of the Partnership.
Section 13.16.      Letter Agreements; Schedules . Notwithstanding the provisions of this Agreement, including Section 13.11 , it is hereby acknowledged and agreed that the General Partner on its own behalf or on behalf of the Partnership without the approval of any Limited Partner or any other Person may enter into a side letter or similar agreement to or with a Limited Partner which has the effect of establishing rights under, or altering or supplementing the terms of, this Agreement. The parties hereto agree that any terms contained in a side letter or similar agreement to or with a Limited Partner shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement. The General Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.
Section 13.17.      Partnership Status . The parties intend to treat the Partnership as a partnership for United States federal income tax purposes. The General Partner shall file a Form 8832 with the Internal Revenue Service electing for the Partnership to be classified as a partnership for United States federal income tax purposes.
[Signature Page Follows]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as a deed of the date first written above.
General Partner:
APOLLO PRINCIPAL HOLDINGS IX GP, LTD.
By:_ /s/   John J. Suydam _______________
Name: John J. Suydam
Title: Vice President

Witness:_ /s/   Heather N. Brocksmith _____

              

Limited Partners:
APO (FC), LLC
By:_ /s/   John J. Suydam _______________
Name: John J. Suydam
Title: Vice President

Witness:_ /s/   Heather N. Brocksmith _____

 
AP PROFESSIONAL HOLDINGS, L.P.
By: BRH Holdings GP, Ltd.,
        its general partner


By:_ /s/   John J. Suydam _______________
Name: John J. Suydam
Title: Vice President

Witness:_ /s/   Heather N. Brocksmith _____
                          


Annex A


Apollo Principal Holdings I, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings II, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings III, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings IV, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings V, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VI, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VII, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VIII, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings IX, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings X, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings XI, LLC and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings XII, L.P. and each of its affiliated carry and co-invest vehicles;
AMH Holdings (Cayman), L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Management Holdings, L.P. and each of its affiliated carry and co-invest vehicles


    
    
Exhibit 10.19
EXECUTION VERSION

THIRD AMENDED AND RESTATED

EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF

APOLLO PRINCIPAL HOLDINGS X, L.P.

Dated March 19, 2018
THE PARTNERSHIP UNITS OF APOLLO PRINCIPAL HOLDINGS X, L.P. HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.

TABLE OF CONTENTS
Page
Article I DEFINITIONS 2
Section 1.01. Definitions     2
Article II FORMATION, TERM, PURPOSE AND POWERS 12
Section 2.01. Formation     12
Section 2.02. Name     13
Section 2.03. Term     13
Section 2.04. Offices     13
Section 2.05. Agent for Service of Process     13
Section 2.06. Business Purpose     13
Section 2.07. Powers of the General Partner     13
Section 2.08. Partners; Admission of New Partners     13
Section 2.09. Withdrawal     13
Article III MANAGEMENT 14
Section 3.01. General Partner     14
Section 3.02. Compensation     14
Section 3.03. Expenses     14
Section 3.04. Authority of Partners     15
Section 3.05. Action by Written Consent or Ratification     15
Article IV DISTRIBUTIONS 15
Section 4.01. Distributions     15
Section 4.02. Liquidation Distribution     16
Section 4.03. Limitations on Distribution     17
Section 4.04. Distributions on Series A Preferred Mirror Units     17
Section 4.05. Distributions on Series B Preferred Mirror Units     17
Article V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS 17
Section 5.01. Initial Capital Contributions     17
Section 5.02. No Additional Capital Contributions     17
Section 5.03. Capital Accounts     17
Section 5.04. Allocations of Profits and Losses     18
Section 5.05. Special Allocations     18
Section 5.06. Tax Allocations     20
Section 5.07. Tax Advances     20
Section 5.08. Tax Matters     20
Section 5.09. Other Allocation Provisions     21
Article VI BOOKS AND RECORDS; REPORTS 21
Section 6.01. Books and Records     21
Article VII PARTNERSHIP UNITS 22
Section 7.01. Units     22
Section 7.02. Register     22
Section 7.03. Registered Partners     23
Article VIII FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS 23
Section 8.01. Limited Partner Transfers     23
Section 8.02. Encumbrances     23
Section 8.03. Further Restrictions     24
Section 8.04. Rights of Assignees     24
Section 8.05. Admissions, Withdrawals and Removals     24
Section 8.06. Admission of Assignees as Substitute Limited Partners     25
Section 8.07. Withdrawal and Removal of Limited Partners     25
Article IX DISSOLUTION, LIQUIDATION AND TERMINATION 26
Section 9.01. No Dissolution     26
Section 9.02. Events Causing Winding Up     26
Section 9.03. Distribution upon Winding Up     26
Section 9.04. Time for Liquidation     27
Section 9.05. Termination     27
Section 9.06. Claims of the Partners     27
Section 9.07. Survival of Certain Provisions     27
Article X LIABILITY AND INDEMNIFICATION 27
Section 10.01. Liability of Partners     27
Section 10.02. Indemnification     28
Article XI TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS 30
Section 11.01. Designation     30
Section 11.02. Distributions     30
Section 11.03. Rank     32
Section 11.04. Redemption     32
Section 11.05. Series A Distribution Rate     33
Section 11.06. Allocations     33
Section 11.07. Voting     33
Section 11.08. Liquidation Rights     33
Section 11.09. No Duties to Series A Holders     35
Section 11.10. Coordination Among Apollo Operating Group     35
Section 11.11. Amendments and Waivers     35
Section 11.12. Expenses     35
Article XII TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS 36
Section 12.01. Designation     36
Section 12.02. Distributions     36
Section 12.03. Rank     38
Section 12.04. Redemption     38
Section 12.05. Series B Distribution Rate     39
Section 12.06. Allocations     39
Section 12.07. Voting     39
Section 12.08. Liquidation Rights     40
Section 12.09. No Duties to Series B Holders     41
Section 12.10. Coordination Among Apollo Operating Group     41
Section 12.11. Amendments and Waivers     41
Section 12.12. Expenses     41
Miscellaneous
42
Section 13.01. Severability     42
Section 13.02. Notices     42
Section 13.03. Cumulative Remedies     43
Section 13.04. Binding Effect     43
Section 13.05. Interpretation     43
Section 13.06. Counterparts     43
Section 13.07. Further Assurances     43
Section 13.08. Entire Agreement     43
Section 13.09. Governing Law     44
Section 13.10. Expenses     44
Section 13.11. Amendments and Waivers     44
Section 13.12. No Third Party Beneficiaries     45
Section 13.13. Headings     46
Section 13.14. Construction     46
Section 13.15. Power of Attorney     46
Section 13.16. Letter Agreements; Schedules     46
Section 13.17. Partnership Status     47




THIRD AMENDED AND RESTATED
EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF
APOLLO PRINCIPAL HOLDINGS X, L.P.
This THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT of Apollo Principal Holdings X, L.P. (the “ Partnership ”) is made on the 19th day of March, 2018, by and among Apollo Principal Holdings X GP, Ltd., an exempted company formed under the laws of the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.
WHEREAS, the Partnership was formed as an exempted limited partnership pursuant to the Act (as defined herein) on the execution of the initial Limited Partnership Agreement of the Partnership on December 30, 2014 (the “ Original Agreement ”) by Apollo Principal Holdings X GP, Ltd., as general partner, and the Limited Partners (as defined herein);
WHEREAS, the Partnership was registered as an exempted limited partnership under the laws of the Cayman Islands as evidenced by the certificate of registration (the “ Certificate ”) dated December 30, 2014;
WHEREAS, on April 8, 2015, the Original Agreement was amended and restated (the “ Amended Agreement ”);
WHEREAS, on March 7, 2017, the Amended Agreement was further amended and restated (the “ Second Amended Agreement ”) for the purpose of designating the Series A Preferred Mirror Units;
WHEREAS, Section 7.01 of the Second Amended Agreement provides that the General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other classes, and one or more series of any such class, of units into which the interests of the Partnership may be classified or divided, with such designations, preferences, rights, powers and duties (which may be senior to then-existing classes of interests in the Partnership) as shall be determined by the General Partner;
WHEREAS, Section 12.11 of the Second Amended Agreement provides that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect, among other things, any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; and
WHEREAS, pursuant to the aforementioned sections of the Second Amended Agreement, the General Partner desires to establish a new class of interest in the Partnership to be named Series B Preferred Mirror Units, with such designations, preferences, rights, powers and duties as are set forth herein, and, in connection therewith, desires to further amend and restate the Second Amended Agreement as set forth herein (as so further amended and restated, this “ Agreement ”).
NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree as follows:
Article I

DEFINITIONS
Section 1.01.      Definitions . Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):
“ Act ” means the Exempted Limited Partnership Law (as amended) of the Cayman Islands.
“ Additional Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Adjusted Capital Account Balance ” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(c)(4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), and any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
“ Affiliate ” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.
“ Agreement ” has the meaning set forth in the recitals.
“ Amended Agreement ” has the meaning set forth in the recitals.
“ Amended Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ AOG Series A Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series A Preferred Mirror Units.
“ AOG Series B Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series B Preferred Mirror Units.
“ AP Professional ” means AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership.
“ APO Corp. ” means APO Corp., a Delaware corporation.
“ APO (FC II) LLC ” means APO (FC II), LLC, an Anguilla limited liability company.
“ Apollo Operating Group ” means each of the Partnership, Apollo Principal Holdings I, L.P., a Delaware limited partnership, Apollo Principal Holdings II, L.P., a Delaware limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Delaware limited partnership, Apollo Principal Holdings VI, L.P., a Delaware limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, Apollo Management Holdings, L.P., a Delaware limited partnership, and any successors thereto or other entities formed to serve as holding vehicles for the Issuer’s carry vehicles, management companies or other entities formed to engage in the asset management business (including alternative asset management), as set forth on Annex A , as amended from time to time.
“ Assignee ” has the meaning set forth in Section 8.04 .
“ Assumed Tax Rate ” means the highest effective marginal combined United States federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductibility of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for United States federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.
“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.
“ Capital Account ” means the separate capital account maintained for each Partner in accordance with Section 5.03 .
“ Capital Contribution ” means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), net of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to the Partnership pursuant to Article V .
“ Carrying Value ” means, with respect to any Partnership asset, the asset’s adjusted basis for United States federal income tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of (a) the date of the acquisition of any additional Partnership interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership interest is relinquished to the Partnership; (d) any other date specified in the Treasury Regulations or (e) any other date specified by the General Partner; provided , however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for United States federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.
“ Certificate ” has the meaning set forth in the recitals.
“ Change of Control Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Class ” means the classes of Units into which the interests in the Partnership may be classified or divided from time to time pursuant to the provisions of this Agreement.
“ Class A Shares ” means the Class A Common Shares of the Issuer representing Class A limited liability company interests of the Issuer.
“ Class A Units ” means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.
“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time.
“ Common Units ” means the Class A Units.
“ Contingencies ” has the meaning set forth in Section 9.03(a) .
“ Control ” (including the terms “ Controlled by ” and “ under common Control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.
“ Covered Person ” and “ Covered Persons ” have the meanings set forth in Section 10.02(a) .
“ Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Creditable Foreign Tax ” means a non-United States tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A non-United States tax is a Creditable Foreign Tax for these purposes without regard to whether a partner receiving an allocation of such non-United States tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “Creditable Foreign Tax” in Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.
“ Disabling Event ” means the General Partner ceasing to be the general partner of the Partnership for any of the reasons set out under the Act.
“ Dissolution Event ” has the meaning set forth in Section 9.02 .
“ Distributable Cash ” means cash received by the Partnership from dividends and distributions or other income, other than cash reserves to account for reasonably anticipated expenses and other liabilities, including, without limitation, tax liabilities, as the General Partner may determine to be appropriate.
“ Distribution Payment Date ” means March 15, June 15, September 15 and December 15 of each year, commencing (a) with respect to the Series A Preferred Mirror Units, on June 15, 2017 and (b) with respect to the Series B Preferred Mirror Units, on June 15, 2018.
“ Distribution Period ” means the period from and including a Distribution Payment Date to, but excluding, the next Distribution Payment Date, except that (a) the initial Distribution Period with respect to the Series A Preferred Mirror Units commenced on and included March 7, 2017 and (b) the initial Distribution Period with respect to the Series B Preferred Mirror Units commences on and includes March 19, 2018.
“ Encumbrance ” means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever.
“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended.
“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“ Exchange Agreement ” means the Fifth Amended and Restated Exchange Agreement dated as of April 28, 2017 among the Issuer, the Apollo Operating Group, and the limited partners of the Apollo Operating Group entities from time to time, as amended from time to time.
“ Exchange Transaction ” means an exchange of Class A Units for Class A Shares pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Class A Units to the Issuer, the Partnership or any of their Subsidiaries for other consideration.
“ Final Adjudication ” has the meaning set forth in Section 10.02(a) .
“ Final Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Fiscal Year ” means (i) the period commencing upon the formation of the Partnership and ending on December 31, 2008 or (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31.
“ Fund ” means any pooled investment vehicle or similar entity sponsored or managed, directly or indirectly, by the Issuer or any of its Subsidiaries.
“ General Partner ” means Apollo Principal Holdings X GP, Ltd., an exempted company formed under the laws of the Cayman Islands or any successor general partner admitted to the Partnership in accordance with the terms of this Agreement, each in its capacity as general partner of the Partnership.
“ Gross Ordinary Income ” means the Partnership’s gross income excluding any gross income attributable to the sale or exchange of “capital assets” as defined in Section 1221 of the Code. Allocations to Series A Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series A Preferred Mirror Units. Allocations to Series B Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series B Preferred Mirror Units.
“ Initial Limited Partner ” has the meaning set forth in the recitals.
“ Issuer ” means Apollo Global Management, LLC, a limited liability company formed under the laws of the State of Delaware, or any successor thereto.
“ Issuer LLC Agreement ” means the Third Amended and Restated Limited Liability Company Agreement of the Issuer dated as of the date hereof.
“ Junior Units ” means Common Units and any other equity securities that the Partnership may issue in the future ranking, as to the payment of distributions, junior to the Series A Preferred Mirror Units and the Series B Preferred Mirror Units.
“ Law ” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Partnership or any Partner, as the case may be.
“ Limited Partner ” means each of the Persons from time to time listed as a limited partner in the books and records of the Partnership, each in their capacity as a limited partner of the Partnership.
“ Liquidation Agent ” has the meaning set forth in Section 9.03 .
“ Liquidation Preference ” means, in respect of any Preferred Units, the “Liquidation Preference” per Preferred Unit specified for such Preferred Units.
“ Net Taxable Income ” has the meaning set forth in Section 4.01(b)(i) .
“ Nonrecourse Deductions ” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a Fiscal Year equals the net increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that Fiscal Year, determined according to the provisions of Treasury Regulations Section 1.704-2(c).
“ Original Agreement ” has the meaning set forth in the recitals.
“ Parity Units ” means any Partnership securities, including Preferred Units, that the Partnership has authorized or issued or may authorize or issue, the terms of which provide that such securities shall rank equally with the Series A Preferred Mirror Units and the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event. For purposes of this definition, the Series A Preferred Mirror Units shall be treated as Parity Units with respect to the Series B Preferred Mirror Units and the Series B Preferred Mirror Units shall be treated as Parity Units with respect to the Series A Preferred Mirror Units.
“ Partner Nonrecourse Debt Minimum Gain ” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3).
“ Partner Nonrecourse Deductions ” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2).
“ Partners ” means, at any time, each person listed as a partner (including the General Partner) on the books and records of the Partnership, in each case for so long as he, she or it remains a partner of the Partnership as provided hereunder.
“ Partnership ” has the meaning set forth in the recitals.
“ Partnership Minimum Gain ” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).
“ Partnership Representative ” means the “partnership representative” as defined in Section 6223 of the Code after amendment by P.L. 114-74.
“ Percentage Interest ” means, with respect to any Partner and subject to Section 11.01 and Section 12.01 , the quotient obtained by dividing the number of Units then owned by such Partner by the number of Units then owned by all Partners.
“ Permitted Jurisdiction ” means the United States or any state thereof, Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Gibraltar, Ireland, Italy, Luxembourg, the Netherlands, Switzerland, the United Kingdom or British Crown Dependencies, any other member country of the Organization for Economic Co-operation and Development, or any political subdivision of any of the foregoing.
“ Permitted Reorganization ” means the (i) voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership into another exempted limited partnership pursuant to provisions of this Agreement that allow the Partnership to convert, merge or convey its assets to another entity with or without General Partner approval, (ii) for purposes of Section 11.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series A Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series A Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval or (iii) for purposes of Section 12.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series B Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series B Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval.
“ Permitted Transfer ” means the sale, conveyance, exchange or transfer, for cash, shares of capital stock, securities or other consideration, of all or substantially all of the Partnership’s property or assets or the consolidation, merger or amalgamation of the Partnership with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into the Partnership.
“ Person ” means any individual, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.
“ Portfolio Company ” means any Person in which any Fund owns or has made, directly or indirectly, an investment.
“ Preferred Units ” means (i) the Series A Preferred Mirror Units, (ii) the Series B Preferred Mirror Units and (iii) any other Class of Units that entitles the Record Holders thereof to a preference or priority over the Record Holders of any other Class of Units in the right to share profits or losses or items thereof, the right to share in Partnership distributions or rights upon dissolution or liquidation of the Partnership.
“ Profits ” and “ Losses ” means, for each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for United States federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from United States federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the United States federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis; provided that if the United States federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses; and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.
“ Rating Agency Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Record Date ” means a date established by the General Partner in its sole discretion for determining the identity of Record Holders entitled to receive a distribution.
“ Record Holder ” or “ holder ” means, with respect to any Units, the Person in whose name such Units are registered on the books of the Partnership as of the opening of business on a particular Business Day.
“ Roll-up Agreements ” mean collectively, each Roll-up Agreement, by and among BRH Holdings, L.P., a Cayman Islands exempted limited partnership, AP Professional, the Issuer, APO Asset Co., LLC, a Delaware limited liability company, APO Corp., and an employee of the Issuer or one of its Subsidiaries, dated as of July 13, 2007, each as amended, restated, supplemented or otherwise modified from time to time.
“ SEC ” means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.
“ Second Amended Agreement ” has the meaning set forth in the recitals.
“ Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“ Series A Dissolution Exception ” has the meaning set forth in Section 11.08(e) .
“ Series A Distribution Rate ” means 6.375%.
“ Series A Holder ” means a holder of Series A Preferred Mirror Units.
“ Series A Liquidation Preference ” means $25.00 per Series A Preferred Mirror Unit. The Series A Liquidation Preference shall be the “ Liquidation Preference ” with respect to the Series A Preferred Mirror Units.
“ Series A Offering Expenses ” has the meaning set forth in Section 11.12 .
“ Series A Preferred Mirror Unit ” means a 6.375% Series A Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XI .
“ Series A Preferred Shares ” means the 6.375% Series A Preferred Shares of the Issuer.
“ Series A Record Date ” means, with respect to any Distribution Payment Date, the March 1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series A Record Dates shall apply regardless of whether a particular Series A Record Date is a Business Day. The Series A Record Dates shall constitute Record Dates with respect to the Series A Preferred Mirror Units for the purpose of distributions on the Series A Preferred Mirror Units.
“ Series A Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Series B Dissolution Exception ” has the meaning set forth in Section 12.08(e) .
“ Series B Distribution Rate ” means 6.375%.
“ Series B Holder ” means a holder of Series B Preferred Mirror Units.
“ Series B Liquidation Preference ” means $25.00 per Series B Preferred Mirror Unit. The Series B Liquidation Preference shall be the “Liquidation Preference” with respect to the Series B Preferred Mirror Units.
“ Series B Offering Expenses ” has the meaning set forth in Section 12.12 .
“ Series B Preferred Mirror Unit ” means a 6.375% Series B Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XII .
“ Series B Preferred Shares ” means the 6.375% Series B Preferred Shares of the Issuer.
“ Series B Record Date ” means, with respect to any Distribution Payment Date, the March 1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series B Record Dates shall apply regardless of whether a particular Series B Record Date is a Business Day. The Series B Record Dates shall constitute Record Dates with respect to the Series B Preferred Mirror Units for the purpose of distributions on the Series B Preferred Mirror Units.
“ Series B Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Similar Law ” means any law or regulation that could cause the underlying assets of the Partnership to be treated as assets of the Limited Partner by virtue of its limited partner interest in the Partnership and thereby subject the Partnership and the General Partner (or other persons responsible for the investment and operation of the Partnership’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.
“ Subsidiary ” means, with respect to any Person, as of any date of determination, any other Person as to which such Person owns, directly or indirectly, or otherwise controls, more than 50% of the voting shares or other similar interests or the sole general partner interest or managing member or similar interest of such Person. The term “Subsidiary” does not include at any time any Funds or Portfolio Companies.
“ Substantially All Merger ” means a merger or consolidation of one or more members of the Apollo Operating Group with or into another Person that would, in one or a series of related transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the combined assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.
“ Substantially All Sale ” means a sale, assignment, transfer, lease or conveyance, in one or a series of related transactions, directly or indirectly, of all or substantially all of the assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.
“ Tax Advances ” has the meaning set forth in Section 5.07 .
“ Tax Amount ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Distributions ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Matters Partner ” has the meaning set forth in Section 5.08 .
“ Transfer ” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law, including, without limitation, the exchange of any Unit for any other security.
“ Treasury Regulations ” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).
“ Units ” means the Class A Units and any other Class of Units authorized in accordance with this Agreement, including the Series A Preferred Mirror Units and the Series B Preferred Mirror Units, which shall constitute interests in the Partnership as provided in this Agreement and under the Act; entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of this Agreement.
“ 2007 Omnibus Equity Incentive Plan ” means the Issuer’s 2007 Omnibus Equity Incentive Plan, as amended, restated, supplemented or otherwise modified from time to time.
Article II     

FORMATION, TERM, PURPOSE AND POWERS
Section 2.01.      Formation . The Partnership was formed as an exempted limited partnership under the provisions of the Act on December 30, 2014. The Partnership is hereby continued pursuant to the Act and this Agreement. If requested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of an exempted limited partnership under the laws of the Cayman Islands, (b) if the General Partner deems it advisable, the operation of the Partnership as an exempted limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.
Section 2.02.      Name . The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, Apollo Principal Holdings X, L.P.
Section 2.03.      Term . The term of the Partnership commenced on the date of the issuance of the Certificate, and the term shall continue until the winding up and dissolution of the Partnership in accordance with Article IX .
Section 2.04.      Offices . The Partnership may have offices at such places as the General Partner from time to time may select.
Section 2.05.      Agent for Service of Process . The Partnership’s registered office and registered agent for service of process in the Cayman Islands shall be Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, KY1-9008, Cayman Islands or as otherwise determined by the General Partner from time to time.
Section 2.06.      Business Purpose . The Partnership shall have the power to engage in any lawful act or activity for which exempted limited partnerships may be formed under the Act and engage in any and all activities necessary or incidental thereto.
Section 2.07.      Powers of the General Partner . Subject to the limitations set forth in this Agreement, the General Partner will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06 .
Section 2.08.      Partners; Admission of New Partners . Each of the Partners of the Partnership hereby continues as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Act, except as is otherwise expressly provided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time to time as a new Partner in accordance with Section 8.05 and Section 8.06 ; provided , however , that each new Partner shall execute and deliver to the General Partner an appropriate supplement or counterpart or instrument of adherence to this Agreement pursuant to which the new Partner agrees to be bound by the terms and conditions of the Agreement, as it may be amended from time to time.
Section 2.09.      Withdrawal . No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Units owned by such Partner in accordance with Article VIII ; provided , however , that a new General Partner or substitute General Partner may be admitted to the Partnership in accordance with Section 8.05 .
Article III     

MANAGEMENT
Section 3.01.      General Partner .
(a)      The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.
(b)      The Partners hereby agree that the Partnership, acting by the General Partner, shall be and hereby is authorized to (i) open bank accounts on behalf of the Partnership in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Partnership on deposit in such accounts, as may be deemed by the General Partner to be necessary, appropriate or otherwise in the best interests of the Partnership and, in connection therewith, execute any form of required resolution necessary to open any such bank accounts; (ii) prepare, execute and file with the appropriate authorities such federal, state or local applications, forms and papers on behalf of the Partnership as may be required by law or deemed by the General Partner to be necessary, appropriate or otherwise in the best interests of the Partnership, as applicable; and (iii) pay on behalf of the Partnership any and all fees and expenses incident to and necessary to perfect the organization of the Partnership. Notwithstanding any other provision of this Agreement, the Partnership, acting by the General Partner, is hereby authorized to enter into, and to perform its obligations under, the aforementioned agreements, deeds, receipts, certificates, filings and other documents, without any consent of any Limited Partner, but such authorization shall not be deemed a restriction on the power of the Partnership or the General Partner acting on behalf of the Partnership to enter into, and to perform its obligations under, other agreements on behalf of the Partnership. The Partners agree that the General Partner may execute the aforementioned agreements, deeds, receipts, certificates, filings and other documents on behalf of the Partnership that the General Partner deems appropriate and that any prior acts of the Partnership and the General Partner acting on behalf of the Partnership, consistent with the foregoing authorizations, are hereby ratified and confirmed.
Section 3.02.      Compensation . The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacity as General Partner.
Section 3.03.      Expenses . The Partnership shall bear and/or reimburse (i) the General Partner for any expenses incurred by the General Partner in connection with serving as the general partner of the Partnership, and (ii) Issuer and APO (FC II) LLC, with respect to the Partnership’s allocable share of any expenses solely incurred by or attributable to the Issuer or APO (FC II) LLC but excluding obligations incurred under the Amended and Restated Tax Receivable Agreement, dated as of May 6, 2013 among APO Corp. and the Apollo Operating Group entities party thereto, as amended from time to time, by the Issuer, income tax expenses of the Issuer or APO (FC II) LLC and indebtedness incurred by the Issuer or APO (FC II) LLC.
Section 3.04.      Authority of Partners . No Limited Partner, in its capacity as such, shall participate in or have any control over the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. No Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.
Section 3.05.      Action by Written Consent or Ratification . Any action required or permitted to be taken by the Partners pursuant to this Agreement shall be taken if all Partners whose consent or ratification is required consent thereto or provide a consent or ratification in writing.
Article IV     

DISTRIBUTIONS
Section 4.01.      Distributions .
(a)      Subject to Section 4.04 , Article XI and Article XII , all distributions of Distributable Cash shall be made, at the discretion of the General Partner, to the Limited Partners pro rata in accordance with their respective Percentage Interests.
(b)      Tax Distributions .
(i)      Subject to Section 4.04 Article XI and Article XII , in addition to the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year will give rise to taxable income for the Partners (“ Net Taxable Income ”), the General Partner shall cause the Partnership to distribute Distributable Cash in respect of income tax liabilities (the “ Tax Distributions ”) to the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities, provided that distributions pursuant to Section 4.02 and allocations pursuant to Section 5.04 related to such distributions shall not be taken into account for purposes of this Section 4.01(b) . The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance with Article V , multiplied by the Assumed Tax Rate (the “ Tax Amount ”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored. Any Tax Distributions shall be made to all Partners, whether or not they are subject to such applicable United States federal, state and local taxes, pro rata in accordance with their Percentage Interest.
(ii)      Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner: (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “ Amended Tax Amount ”), and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “ Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount for such Fiscal Year (the “ Final Tax Amount ”) and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (the “ Additional Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein.
Section 4.02.      Liquidation Distribution . Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03 .
Section 4.03.      Limitations on Distribution . Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall not make a Partnership distribution to any Partner if such distribution would violate the Act or other applicable Law.
Section 4.04.      Distributions on Series A Preferred Mirror Units . No distributions shall be made with respect to the Series A Preferred Mirror Units except as permitted under Article XI . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series A Preferred Mirror Units.
Section 4.05.      Distributions on Series B Preferred Mirror Units . No distributions shall be made with respect to the Series B Preferred Mirror Units except as permitted under Article XII . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series B Preferred Mirror Units.
Article V     

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;
TAX ALLOCATIONS; TAX MATTERS
Section 5.01.      Initial Capital Contributions . The Partners have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Class A Units, Series A Preferred Mirror Units and/or Series B Preferred Mirror Units as specified in the books and records of the Partnership.
Section 5.02.      No Additional Capital Contributions . Except as otherwise provided in this Article V , no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional Capital Contributions to the Partnership without the consent of the General Partner.
Section 5.03.      Capital Accounts . A separate capital account (a “ Capital Account ”) shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s Capital Contributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05 ; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04 , any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 5.05 , and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest. The Capital Account balance of each holder of Series A Preferred Mirror Units with respect to each Series A Preferred Mirror Unit shall equal the Liquidation Preference per Series A Preferred Mirror Unit as of the date such Series A Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XI . The Capital Account balance of each holder of Series B Preferred Mirror Units with respect to each Series B Preferred Mirror Unit shall equal the Liquidation Preference per Series B Preferred Mirror Unit as of the date such Series B Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XII .
Section 5.04.      Allocations of Profits and Losses . Except as otherwise provided in this Agreement (including Section 11.06 and Section 12.06 ), Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in respect of any Common Units held by a Partner in a manner such that the Capital Account of each Partner holding Common Units after giving effect to the special allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.
Section 5.05.      Special Allocations . Notwithstanding any other provision in this Article V :
(a)      Minimum Gain Chargeback . If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners holding Common Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704‑2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4).
(b)      Qualified Income Offset . If any Partner holding Common Units unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.
(c)      Gross Income Allocation . If any Partner holding Common Units has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.
(d)      Nonrecourse Deductions . Nonrecourse Deductions shall be allocated to the Partners in accordance with their respective Percentage Interests.
(e)      Partner Nonrecourse Deductions . Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j).
(f)      Creditable Foreign Taxes . Creditable Foreign Taxes for any taxable period attributable to the Partnership, or an entity owned directly or indirectly by the Partnership, shall be allocated to the Partners in proportion to the Partners’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Foreign Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 5.05(f) are intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.
(g)      Ameliorative Allocations . Any special allocations of income or gain pursuant to Section 5.05(b) or (c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g), so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Section 5.05(b) or (c)  had not occurred.
Section 5.06.      Tax Allocations . For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses, and specially allocated items, including items of Gross Ordinary Income allocated pursuant to Section 11.06 and Section 12.06 , are allocated for Capital Account purposes; provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for United States federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the difference between the Carrying Value and the adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make such allocations for tax purposes as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.
Section 5.07.      Tax Advances . To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to make tax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“ Tax Advances ”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of this Agreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or make a tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b) ) with respect to income attributable to or distributions or other payments to such Partner.
Section 5.08.      Tax Matters . The General Partner shall be the initial “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (prior to amendment by P.L. 114-74) (the “ Tax Matters Partner ”) and the Partnership Representative for purposes of Section 6223 of the Code (after amendment by P.L. 114-74). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, in consultation with the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Partner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep the other Partners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Partnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of United States Internal Revenue Service Schedule K-1, and any comparable statements required by applicable United States state or local income tax Law as a result of the Partnership’s activities or investments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners to prepare and file their own tax returns. The Partnership shall use any reasonable method or combination of methods in accordance with Section 706(d) of the Code for the purpose of allocating or specifically allocating items of income, gain, loss, deduction and expense of the Partnership for federal income tax purposes to account for the varying interests of the Partners for the Fiscal Year.
Section 5.09.      Other Allocation Provisions . Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1 (b) and shall be interpreted and applied in a manner consistent with such regulations. Section 5.03 , Section 5.04 and Section 5.05 may be amended at any time by the General Partner if the General Partner believes such amendment is advisable, so long as any such amendment does not materially change the relative economic interests of the Partners. Furthermore, the General Partner shall use its reasonable best efforts to cause its Subsidiaries to make adjustments to Capital Accounts to reflect an adjustment to the carrying value of such Subsidiaries’ assets consistent with the adjustments to Carrying Values of the Partnership’s assets hereunder.
Article VI     

BOOKS AND RECORDS; REPORTS
Section 6.01.      Books and Records .
(a)      At all times during the continuance of the Partnership, the General Partner shall prepare and maintain separate books of account for the Partnership.
(b)      Except as limited by Section 6.01(c) , each Limited Partner shall have the right to receive, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense:
(i)      a copy of the Certificate and this Agreement and all amendments thereto, together with a copy of the executed copies of all powers of attorney (if applicable) pursuant to which the Certificate and this Agreement and all amendments thereto have been executed; and
(ii)      promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the three most recent years.
(c)      The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole discretion, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes is not in the best interests of the Partnership, could damage the Partnership or its business or that the Partnership is required by law or by agreement with any third party to keep confidential.
Article VII     

PARTNERSHIP UNITS
Section 7.01.      Units . Interests in the Partnership shall be represented by Units. As of the date of this Agreement, the Units are comprised of three Classes: Class A Units, Series A Preferred Mirror Units and Series B Preferred Mirror Units. The terms, rights, powers, preferences and duties of the Series A Preferred Mirror Units and the Series B Preferred Mirror Units are as set forth in Article XI and Article XII , respectively. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon the winding up, liquidation and dissolution of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units, the Series A Preferred Mirror Units, the Series B Preferred Mirror Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.
Section 7.02.      Register . The register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information with respect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of the Partnership.
Section 7.03.      Registered Partners . The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.
Article VIII     

FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS
Section 8.01.      Limited Partner Transfers .
(a)      No Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.
(b)      Subject to Section 8.03 , the General Partner may consider consenting to an exchange or Transfer of Common Units in an Exchange Transaction pursuant to the terms of the Exchange Agreement. In the case of a Transfer of Common Units in connection with an Exchange Transaction, the Percentage Interests of the Limited Partners shall be appropriately adjusted to provide for, as applicable, a decrease in the number of Common Units owned by the exchanging Limited Partner and an increase in the number of Common Units owned by APO (FC II) LLC.
(c)      Subject to Section 8.04 , the General Partner may consider consenting to an exchange or Transfer of Units by a Limited Partner that is a party to a Roll-up Agreement pursuant to the terms and provisions thereof.
Section 8.02.      Encumbrances . No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units or other interest in the Partnership (or any beneficial interest therein) unless the General Partner consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion. Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Any purported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.
Section 8.03.      Further Restrictions . Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if:
(a)      such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;
(b)      such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws;
(c)      such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise;
(d)      to the extent requested by the General Partner, the Partnership does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion; or
(e)      such Transfer would create a substantial risk that the Partnership would be classified or otherwise treated other than as a partnership for United States federal income tax purposes.
Section 8.04.      Rights of Assignees . Subject to Section 8.05 and Section 8.06 , the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“ Assignee ”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.05 or Section 8.06 .
Section 8.05.      Admissions, Withdrawals and Removals .
(a)      No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent or ratification of APO (FC II) LLC. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn). The outgoing General Partner shall execute such documents as must be filed with the Registrar of Exempted Limited Partnerships in the Cayman Islands to reflect a change in the General Partner.
(b)      No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.07 .
(c)      Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the commencement of winding up or the dissolution of the Partnership. To the fullest extent permitted by law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Section 8.06.      Admission of Assignees as Substitute Limited Partners . An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:
(a)      the General Partner consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in each case in the General Partner’s sole discretion;
(b)      if required by the General Partner, the General Partner receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Limited Partner) that are in a form satisfactory to the General Partner (as determined in its sole discretion);
(c)      if required by the General Partner, the General Partner receives an opinion of counsel satisfactory to the General Partner to the effect that such Transfer is in compliance with this Agreement and all applicable Law; and
(d)      if required by the General Partner, the parties to the Transfer, or any one of them, pays all of the Partnership’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Partnership).
Section 8.07.      Withdrawal and Removal of Limited Partners . If a Limited Partner ceases to hold any Units, then such Limited Partner shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.
Article IX     

DISSOLUTION, LIQUIDATION AND TERMINATION
Section 9.01.      No Dissolution . Except as required by the Act, the Partnership shall not commence winding up nor be dissolved by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be wound up, liquidated, dissolved and terminated only pursuant to the provisions of this Article IX , and the Partners hereby irrevocably waive any and all other rights they may have to cause a winding up and/or dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.
Section 9.02.      Events Causing Winding Up . The Partnership shall be wound up upon the occurrence of any of the following events (each, a “ Dissolution Event ”):
(a)      an order of the Grand Court of the Cayman Islands pursuant to the Act;
(b)      any event which makes it unlawful for the business of the Partnership to be carried on by the Partners;
(c)      the written consent of the General Partner and APO (FC II) LLC;
(d)      any other event expressly set out in the Act not inconsistent with any provision hereof requiring the Partnership to be wound up and dissolved;
(e)      the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) APO (FC II) LLC consents to or ratifies the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 90 days following the occurrence of any such event.
Section 9.03.      Distribution upon Winding Up . Upon the commencement of the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “ Liquidation Agent ”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof and otherwise in accordance with the Act (to the extent applicable) and this Agreement. The proceeds of any liquidation shall be applied and distributed in the following order:
(a)      First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“ Contingencies ”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03 ;
(b)      Second, to the holders of the Series A Preferred Mirror Units and the holders of the Series B Preferred Mirror Units, as provided in Article XI and Article XII , respectively; and
(c)      The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Percentage Interests.
Section 9.04.      Time for Liquidation . A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.
Section 9.05.      Termination . The Partnership shall terminate when all of the assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX , and the General Partner or the Liquidation Agent (as applicable) shall then file a notice of dissolution with the Registrar of Exempted Limited Partnerships in the Cayman Islands.
Section 9.06.      Claims of the Partners . The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return such Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negative balance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restore such negative balance during the existence of the Partnership, upon dissolution or termination of the Partnership or otherwise, except to the extent required by the Act.
Section 9.07.      Survival of Certain Provisions . Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.02 and Section 13.09 shall survive the termination of the Partnership.
Article X     

LIABILITY AND INDEMNIFICATION
Section 10.01.      Liability of Partners .
(a)      No Limited Partner shall be liable for any debt, obligation or liability of the Partnership or of any other Partner or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Partner of the Partnership, except to the extent required by the Act.
(b)      This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Limited Partners hereto or on their respective Affiliates. Further, the Limited Partners hereby waive any and all fiduciary duties that, absent such waiver, may exist at or be implied by Law or in equity, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Partnership are only as expressly set forth in this Agreement and those required by the Act.
(c)      Subject to the Act, to the extent that, at law or in equity, any Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the Partners acting under this Agreement will not be liable to the Partnership or to any such other Partner for their good faith reliance on the provisions of this Agreement. Subject to the Act, the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Partner otherwise existing at law or in equity, are agreed by the Partners to replace to that extent such other duties and liabilities of the Partners relating thereto.
(d)      The General Partner may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the General Partner on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will be full justification for any such act or omission, and the General Partner will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.
Section 10.02.      Indemnification .
(a)      The General Partner, the Tax Matters Partner, the Partnership Representative (including, without limitation, for this purpose each former and present director, officer, consultant, advisor, manager, member, employee and stockholder of the General Partner, the Tax Matters Partner or the Partnership Representative) and each Limited Partner (including any former Limited Partner), in his capacity, as such, and to the extent such Limited Partner participates, directly or indirectly, in the Partnership’s activities (each, a “ Covered Person ” and collectively, the “ Covered Persons ”) shall not be liable to the Partnership or, to the extent applicable, to any of the other Partners for any loss, claim, damage or liability occasioned by any acts or omissions in the performance of its services hereunder, unless it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “ Final Adjudication ”) that such loss, claim, damage or liability is due to an act or omission of a Covered Person (i) made in bad faith or with criminal intent or (ii) that adversely affected the Partnership and that failed to satisfy the duty of care owed pursuant to the Partnership or as otherwise required by law.
(b)      A Covered Person shall be indemnified to the fullest extent permitted by law by the Partnership against any losses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) incurred by or imposed upon him by reason of or in connection with any action taken or omitted by such Covered Person arising out of the Covered Person’s status as a Partner or its activities on behalf of the Partnership, including in connection with any action, suit, investigation or proceeding before any judicial, administrative, regulatory or legislative body or agency to which it may be made a party or otherwise involved or with which it shall be threatened by reason of being or having been the General Partner or by reason of serving or having served as a director, officer, consultant, advisor, manager, member, partner, employee or stockholder of any enterprise in which the Partnership or any of its Affiliates has or had a financial interest; provided that the Partnership may, but shall not be required to, indemnify a Covered Person with respect to any matter as to which there has been a Final Adjudication that its acts or its failure to act (i) were in bad faith or with criminal intent, or (ii) were of a nature that makes indemnification by the relevant Affiliate unavailable. The right to indemnification granted by this Section 10.02 shall be in addition to any rights to which a Covered Person may otherwise be entitled and shall inure to the benefit of the successors by operation of law or valid assigns of such Covered Person. The Partnership shall pay the expenses incurred by a Covered Person in defending a civil or criminal action, suit, investigation or proceeding in advance of the final disposition of such action, suit, investigation or proceeding, upon receipt of an undertaking by the Covered Person to repay such payment if there shall be a Final Adjudication that it is not entitled to indemnification as provided herein. In any suit brought by the Covered Person to enforce a right to indemnification hereunder it shall be a defense that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 , and in any suit in the name of the Partnership to recover expenses advanced pursuant to the terms of an undertaking the Partnership shall be entitled to recover such expenses upon Final Adjudication that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 . In any such suit brought to enforce a right to indemnification or to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to an advancement of expenses, shall be on the Partnership (or any Limited Partner acting derivatively or otherwise on behalf of the Partnership or the Limited Partners). The General Partner may not satisfy any right of indemnity or reimbursement granted in this Section 10.02 or to which it may be otherwise entitled except out of the assets of the Partnership (including, without limitation, insurance proceeds and rights pursuant to indemnification agreements), and no Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. The General Partner may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 and obtain appropriate insurance coverage on behalf and at the expense of the Partnership to secure the Partnership’s indemnification obligations hereunder and may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 . Each Covered Person shall be deemed a third party beneficiary (to the extent not a direct party hereto) to this Agreement and, in particular, the provisions of this Section 10.02 .
(c)      To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or the Partners, the Covered Person shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement. Subject to the Act, the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of each such Covered Person.
Article XI     

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS
Section 11.01.      Designation . The Series A Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series A Preferred Mirror Unit shall be identical in all respects to every other Series A Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series A Holder in its capacity as such with respect to Series A Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series A Holders, “Percentage Interest” shall mean, with respect to any holder of Series A Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series A Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series A Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series A Holders or holders of other Parity Units, issue additional Series A Preferred Mirror Units.
Section 11.02.      Distributions .
(a)      The Series A Holders shall be entitled to receive with respect to each Series A Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series A Distribution Rate (subject to Section 11.05 of this Agreement) of the Series A Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series A Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the Partnership’s register at the close of business, New York City time, on a Series A Record Date, provided that if the Series A Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the Partnership’s register at the close of business, New York City time, on the Business Day immediately preceding such Series A Record Date.
(b)      So long as any Series A Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series A Mirror Interests or (ii) the Series A Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series A Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units.
(c)      The General Partner may, in its sole discretion, choose to pay distributions on the Series A Preferred Mirror Units without the payment of any distributions on any Junior Units.
(d)      When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series A Preferred Mirror Units or any Parity Units, all distributions declared upon the Series A Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series A Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.
(e)      No distributions may be declared or paid or set apart for payment on any Series A Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units, subject to any applicable terms of such outstanding Units.
(f)      Series A Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.
(g)      The Partnership and the Series A Holders intend that no portion of the distributions paid to the Series A Holders pursuant to this Section 11.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series A Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.
Section 11.03.      Rank . The Series A Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:
(a)      junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series A Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;
(b)      equally to any Parity Units; and
(c)      senior to any Junior Units.
Section 11.04.      Redemption .
(a)      Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series A Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.
(b)      If the Issuer redeems its Series A Preferred Shares pursuant to a Change of Control Event or a Series A Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series A Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series A Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series A Holders thereof shall cease other than the right to receive the redemption price, without interest.
(c)      Without limiting clause (b) of this Section 11.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series A Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series A Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series A Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series A Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series A Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series A Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series A Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series A Preferred Mirror Units without interest.
(d)      The Series A Holders shall have no right to require redemption of any Series A Preferred Mirror Units.
Section 11.05.      Series A Distribution Rate . If the distribution rate per annum on the Series A Preferred Shares issued by the Issuer shall increase pursuant to Section 13.5 of the Issuer LLC Agreement, then the Series A Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIII of the Issuer LLC Agreement.
Section 11.06.      Allocations . Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series A Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series A Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series A Holders pursuant to this Section 11.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series A Holders pursuant to the prior sentence and to the Series B Holders pursuant to Section 12.06 , Gross Ordinary Income shall be allocated to the Series A Holders and Series B Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series A Preferred Shares and Series B Preferred Shares respectively in such Fiscal Year.
Section 11.07.      Voting . Notwithstanding any provision in this Agreement or the Act to the contrary, the Series A Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Partnership action or inaction.
Section 11.08.      Liquidation Rights .
(a)      Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Section 9.03 , the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 11.08(a) .
(b)      Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.
(c)      If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 11.08 .
(d)      Nothing in this Section 11.08 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.
(e)      For the purposes of this Section 11.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series A Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series A Dissolution Exception ”).
(f)      In the event that any member of the Apollo Operating Group liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series A Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series A Dissolution Exception or (ii) an event where the Issuer’s Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.
Section 11.09.      No Duties to Series A Holders . Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series A Holders.
Section 11.10.      Coordination Among Apollo Operating Group . To facilitate compliance with the limitations set forth in Section 11.02(b) and Section 11.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.
Section 11.11.      Amendments and Waivers . Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XI may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.
Section 11.12.      Expenses . It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series A Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series A Preferred Shares by the Issuer (the “ Series A Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series A Preferred Shares to APO Asset Co., LLC, APO (FC), LLC, APO (FC II) LLC, APO (FC III), LLC, APO UK (FC), LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series A Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series A Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.
Article XII     

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS
Section 12.01.      Designation . The Series B Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series B Preferred Mirror Unit shall be identical in all respects to every other Series B Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series B Holder in its capacity as such with respect to Series B Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series B Holders, “Percentage Interest” shall mean, with respect to any holder of Series B Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series B Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series B Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series B Holders or holders of other Parity Units, issue additional Series B Preferred Mirror Units.
Section 12.02.      Distributions .
(a)      The Series B Holders shall be entitled to receive with respect to each Series B Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series B Distribution Rate (subject to Section 12.05 of this Agreement) of the Series B Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series B Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the Partnership’s register at the close of business, New York City time, on a Series B Record Date, provided that if the Series B Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the Partnership’s register at the close of business, New York City time, on the Business Day immediately preceding such Series B Record Date.
(b)      So long as any Series B Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series B Mirror Interests or (ii) the Series B Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan (or any successor or similar plan) in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series B Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units or with proceeds from the substantially concurrent sale of Junior Units.
(c)      The General Partner may, in its sole discretion, choose to pay distributions on the Series B Preferred Mirror Units without the payment of any distributions on any Junior Units.
(d)      When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series B Preferred Mirror Units or any Parity Units, all distributions declared upon the Series B Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series B Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.
(e)      No distributions may be declared or paid or set apart for payment on any Series B Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units, subject to any applicable terms of such outstanding Units.
(f)      Series B Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.
(g)      The Partnership and the Series B Holders intend that no portion of the distributions paid to the Series B Holders pursuant to this Section 12.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series B Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.
Section 12.03.      Rank . The Series B Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:
(a)      junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;
(b)      equally to any Parity Units; and
(c)      senior to any Junior Units.
Section 12.04.      Redemption .
(a)      Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series B Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.
(b)      If the Issuer redeems its Series B Preferred Shares pursuant to a Change of Control Event or a Series B Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. If the Issuer redeems its Series B Preferred Shares pursuant to a Rating Agency Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.50 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series B Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series B Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series B Holders thereof shall cease other than the right to receive the redemption price, without interest.
(c)      Without limiting clause (b) of this Section 12.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series B Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series B Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series B Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series B Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series B Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series B Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series B Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series B Preferred Mirror Units without interest.
(d)      The Series B Holders shall have no right to require redemption of any Series B Preferred Mirror Units.
Section 12.05.      Series B Distribution Rate . If the distribution rate per annum on the Series B Preferred Shares issued by the Issuer shall increase pursuant to Section 14.5 of the Issuer LLC Agreement, then the Series B Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIV of the Issuer LLC Agreement.
Section 12.06.      Allocations . Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series B Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series B Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series B Holders pursuant to this Section 12.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series B Holders pursuant to the prior sentence and to the Series A Holders pursuant to Section 11.06 , Gross Ordinary Income shall be allocated to the Series B Holders and Series A Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series B Preferred Shares and Series A Preferred Shares respectively in such Fiscal Year.
Section 12.07.      Voting . Notwithstanding any provision in this Agreement or the Act to the contrary, the Series B Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series B Holders shall not be required for the taking of any Partnership action or inaction.
Section 12.08.      Liquidation Rights .
(a)      Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series B Preferred Mirror Units in accordance with Section 9.03 , the Series B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series B Holder is entitled pursuant to this Section 12.08(a) .
(b)      Upon a Dissolution Event, after each Series B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs), such Series B Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.
(c)      If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series B Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 12.08 .
(d)      Nothing in this Section 12.08 shall be understood to entitle the Series B Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.
(e)      For the purposes of this Section 12.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series B Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series B Dissolution Exception ”).
(f)      In the event that any member of the Apollo Operating Group liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series B Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series B Dissolution Exception or (ii) an event where the Issuer’s Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.
Section 12.09.      No Duties to Series B Holders . Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series B Holders.
Section 12.10.      Coordination Among Apollo Operating Group . To facilitate compliance with the limitations set forth in Section 12.02(b) and Section 12.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.
Section 12.11.      Amendments and Waivers . Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XII may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.
Section 12.12.      Expenses . It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series B Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series B Preferred Shares by the Issuer (the “ Series B Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series B Preferred Shares to APO Asset Co., LLC, APO (FC), LLC, APO (FC II) LLC, APO (FC III), LLC, APO UK (FC), LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series B Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series B Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.
Article XIII     

MISCELLANEOUS
Section 13.01.      Severability . If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Section 13.02.      Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13.02 ):
(a)      If to the Partnership, to:
Apollo Principal Holdings X, L.P.
c/o Apollo Principal Holdings X GP, Ltd.
9 West 57 th St., 43 rd Floor
New York, NY 10019
United States of America
(b)      If to any Limited Partner, to:
Apollo Principal Holdings X, L.P.
c/o Apollo Principal Holdings X GP, Ltd.
9 West 57 th St., 43 rd Floor
New York, NY 10019
United States of America
(c)      If to the General Partner, to:
Apollo Principal Holdings X GP, Ltd.
9 West 57 th St., 43 rd Floor
New York, NY 10019
United States of America
Section 13.03.      Cumulative Remedies . The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by Law.
Section 13.04.      Binding Effect . This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.
Section 13.05.      Interpretation . Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding provisions of this Agreement.
Section 13.06.      Counterparts . This Agreement may be executed and delivered (including by facsimile transmission or other electronic means) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 13.06 .
Section 13.07.      Further Assurances . Each Limited Partner shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement.
Section 13.08.      Entire Agreement .
(a)      This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.
(b)      For the avoidance of doubt, each of the Limited Partners that serve as a senior managing director of any of the Apollo Operating Group entities or their Subsidiaries may from time to time enter into agreements with the Partnership in respect of the terms of such service.
Section 13.09.      Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands. To the fullest extent permitted by applicable law, the General Partner and each Limited Partner hereby agree that any claim, action or proceeding by any Limited Partner seeking any relief whatsoever based on, arising out of or in connection with, this Agreement or the Partnership’s business or affairs shall be brought only in the courts of the Cayman Islands. EACH PARTNER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 13.10.      Expenses . Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.
Section 13.11.      Amendments and Waivers .
(a)      This Agreement (including the Annexes hereto) may be amended, supplemented, waived or modified by the written consent of the General Partner, subject to Article XI and Article XII ; provided that any amendment that would have a material adverse effect on the rights or preferences of any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Percentage Interests of the Class affected; provided further , that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment, supplement, waiver or modification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in United States federal income tax regulations, legislation or interpretation; and (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates on which distributions are to be made by the Partnership.
(b)      No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.
(c)      The General Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(1) (or any similar provision) under which the fair market value of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership and each of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while the election remains effective, and (iii) any other related amendments.
(d)      Except as may be otherwise required by law in connection with the winding-up, liquidation or dissolution of the Partnership, each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Partnership’s property.
(e)      Upon obtaining such approvals required by this Agreement and without further action or execution by any other Person, including any Limited Partner, (i) any amendment to this Agreement may be implemented and reflected in a writing executed solely by the General Partner, and (ii) the Limited Partners shall be deemed a party to and bound by such amendment of this Agreement.
Section 13.12.      No Third Party Beneficiaries .
(a)      Subject to Section 13.02(b) , this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.02 ).
(b)      Any Covered Person not being a party to this Agreement, may enforce any rights granted to it pursuant to this Agreement in its own right as if it was a party to this Agreement.
(c)      Except as expressly provided in Section 13.02(b) , a Person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Law, 2014 (as amended) to enforce any term of this Agreement.
(d)      Notwithstanding any term of this Agreement, the consent of or notice to any Person who is not a party to this Agreement shall not be required for any termination, rescission or agreement to any variation, waiver, assignment, novation, release or settlement under this Agreement at any time.
Section 13.13.      Headings . The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.
Section 13.14.      Construction . Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extent permitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should be interpreted most strongly against the party who drafted such language.
Section 13.15.      Power of Attorney . Each Limited Partner, by its execution hereof, hereby irrevocably makes, constitutes and appoints the General Partner as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) the original certificate of registration of the Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (c) all certificates and other instruments (including consents and ratifications which the Limited Partners have agreed to provide upon a matter receiving the agreed support of Limited Partners) deemed advisable by the General Partner to carry out the provisions of this Agreement (including the provisions of Section 8.04 ) and Law or to permit the Partnership to become or to continue as an exempted limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business; (d) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the admission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of this Agreement; (e) all conveyances and other instruments or papers deemed advisable by the General Partner to effect the liquidation and termination of the Partnership; and (f) all fictitious or assumed name certificates required or permitted (in light of the Partnership’s activities) to be filed on behalf of the Partnership.
Section 13.16.      Letter Agreements; Schedules . Notwithstanding the provisions of this Agreement, including Section 13.11 , it is hereby acknowledged and agreed that the General Partner on its own behalf or on behalf of the Partnership without the approval of any Limited Partner or any other Person may enter into a side letter or similar agreement to or with a Limited Partner which has the effect of establishing rights under, or altering or supplementing the terms of, this Agreement. The parties hereto agree that any terms contained in a side letter or similar agreement to or with a Limited Partner shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement. The General Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.
Section 13.17.      Partnership Status . The parties intend to treat the Partnership as a partnership for United States federal income tax purposes.
[Signature Page Follows]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as a deed of the date first written above.
General Partner:
APOLLO PRINCIPAL HOLDINGS X GP, LTD.
By:
/s/ John J. Suydam     
Name:    John J. Suydam
Title:     Vice President
Limited Partner:
APO (FC II), LLC
By:
/s/ John J. Suydam     
Name:    John J. Suydam
Title:     Vice President
AP PROFESSIONAL HOLDINGS, L.P.
By:
BRH Holdings GP, Ltd.,
its general partner
By:
/s/ John J. Suydam     
Name:    John J. Suydam
Title:     Vice President




Annex A
Apollo Principal Holdings I, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings II, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings III, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings IV, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings V, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VI, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VII, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VIII, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings IX, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings X, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings XI, LLC and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings XII, L.P. and each of its affiliated carry and co-invest vehicles;
AMH Holdings (Cayman), L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Management Holdings, L.P. and each of its affiliated carry and co-invest vehicles



Doc#: US1:11895302v5
Exhibit 10.20
EXECUTION VERSION

PROPRIETARY & CONFIDENTIAL
THIRD AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
APOLLO PRINCIPAL HOLDINGS XI, LLC

Dated March 19, 2018
and agreed amongst the parties hereto to be effective as of March 19, 2018
THE ORDINARY SHARES AND OTHER UNITS OF APOLLO PRINCIPAL HOLDINGS XI, LLC HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “ SECURITIES ACT ”), THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS LIMITED LIABILITY COMPANY AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.


TABLE OF CONTENTS
Page
DEFINITIONS
2
Section 1.01 Definitions     2
FORMATION, TERM, PURPOSE AND POWERS
13
Section 2.01 Formation     13
Section 2.02 Name     14
Section 2.03 Term     14
Section 2.04 Offices     14
Section 2.05 Agent for Service of Process     14
Section 2.06 Business Purpose     14
Section 2.07 Powers of the Board     14
Section 2.08 Members; Admission of New Members     14
Section 2.09 Withdrawal     14
MANAGEMENT
15
Section 3.01 Voting Rights of Members     15
Section 3.02 Authority of the Board     15
Section 3.03 Board Membership     16
Section 3.04 Board Meetings and Procedures     16
Section 3.05 Compensation     18
Section 3.06 Expenses     18
Section 3.07 Authority of the Members     18
Section 3.08 Action by Written Consent or Ratification of the Members     18
Section 3.09 Officers     18
DISTRIBUTIONS
19
Section 4.01 Distributions     19
Section 4.02 Liquidation Distribution     20
Section 4.03 Limitations on Distribution     20
Section 4.04 Distributions on Series A Preferred Mirror Units     21
Section 4.05 Distributions on Series B Preferred Mirror Units     21
CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS
21
Section 5.01 Initial Capital Contributions     21
Section 5.02 No Additional Capital Contributions     21
Section 5.03 Capital Accounts     21
Section 5.04 Allocations of Profits and Losses     22
Section 5.05 Special Allocations     22
Section 5.06 Tax Allocations     23
Section 5.07 Tax Advances     24
Section 5.08 Tax Matters     24
Section 5.09 Other Allocation Provisions     25
BOOKS AND RECORDS; REPORTS
25
Section 6.01 Books and Records     25
ORDINARY SHARES, VOTING SHARES AND OTHER UNITS
26
Section 7.01 Units     26
Section 7.02 Certificates     27
Section 7.03 Register     27
Section 7.04 Registered Members     27
FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS
27
Section 8.01 Member Transfers     27
Section 8.02 Encumbrances     28
Section 8.03 Further Restrictions     28
Section 8.04 Rights of Assignees     29
Section 8.05 Admissions, Withdrawals and Removals     29
Section 8.06 Admission of Assignees as Substitute Members     29
Section 8.07 Withdrawal and Removal of Members     30
DISSOLUTION, LIQUIDATION AND TERMINATION
30
Section 9.01 No Dissolution     30
Section 9.02 Events Causing Winding Up     30
Section 9.03 Distribution upon Winding Up     31
Section 9.04 Time for Liquidation     31
Section 9.05 Termination     31
Section 9.06 Claims of the Members     31
Section 9.07 Survival of Certain Provisions     32
LIABILITY AND INDEMNIFICATION
32
Section 10.01 Liability of Members     32
Section 10.02 Indemnification     32
TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS
34
Section 11.01 Designation     34
Section 11.02 Distributions     34
Section 11.03 Rank     36
Section 11.04 Redemption     36
Section 11.05 Series A Distribution Rate     37
Section 11.06 Allocations     37
Section 11.07 Voting     37
Section 11.08 Liquidation Rights     38
Section 11.09 No Duties to Series A Holders     39
Section 11.10 Coordination Among Apollo Operating Group     39
Section 11.11 Amendments and Waivers     39
Section 11.12 Expenses     39
TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS
40
Section 12.01 Designation     40
Section 12.02 Distributions     40
Section 12.03 Rank     42
Section 12.04 Redemption     42
Section 12.05 Series B Distribution Rate     43
Section 12.06 Allocations     43
Section 12.07 Voting     43
Section 12.08 Liquidation Rights     44
Section 12.09 No Duties to Series B Holders     45
Section 12.10 Coordination Among Apollo Operating Group     45
Section 12.11 Amendments and Waivers     45
Section 12.12 Expenses     45
MISCELLANEOUS
46
Section 13.01 Severability     46
Section 13.02 Notices     46
Section 13.03 Cumulative Remedies     47
Section 13.04 Binding Effect     47
Section 13.05 Interpretation     47
Section 13.06 Counterparts     47
Section 13.07 Further Assurances     47
Section 13.08 Entire Agreement     47
Section 13.09 Governing Law     47
Section 13.10 Expenses     48
Section 13.11 Amendments and Waivers     48
Section 13.12 No Third Party Beneficiaries     49
Section 13.13 Headings     49
Section 13.14 Construction     49
Section 13.15 Power of Attorney     50
Section 13.16 Letter Agreements; Schedules     50
Section 13.17 Partnership Status     50



THIRD AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT OF
APOLLO PRINCIPAL HOLDINGS XI, LLC
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Apollo Principal Holdings XI, LLC, an Anguilla limited liability company (the “ Company ”) is dated March 19, 2018 and agreed by and among the Members (as defined herein) to be effective as of March 19, 2018.
WHEREAS, the Company was formed as a limited liability company pursuant to the Act (as defined herein) by (a) Finsco Limited, an authorized person of the Company, causing the filing of the certificate of formation and articles of formation of the LLC with the Registrar of Companies of Anguilla referred to in Section 11 of the Act on April 13, 2015, and (b) the execution of the initial limited liability company agreement of the Company as of December 17, 2015 (the “ Original Agreement ”) by APO UK (FC), LLC, an Anguilla limited liability company (the “ Withdrawn Member ”).
WHEREAS, the Withdrawn Member and the Members amended and restated the Original Agreement (the “ Amended Agreement ”) effective as of April 11, 2016 to (i) effect the admission of each Member, as member, (ii) effect the withdrawal of the Withdrawn Member, and (iii) make the additional changes set forth therein.
WHEREAS, the Members amended and restated the Amended Agreement (the “ Second Amended Agreement ”) effective as of March 7, 2017 for the purpose of designating the Series A Preferred Mirror Units.
WHEREAS, Section 7.01 of the Second Amended Agreement provides that the Board may establish, from time to time in accordance with such procedures as the Board shall determine from time to time, other classes, and one or more series of any such class, of units into which the interests of the Company may be classified or divided, with such designations, preferences, rights, powers and duties (which may be senior to then-existing classes of interests in the Company) as shall be determined by the Board.
WHEREAS, Section 12.11 of the Second Amended Agreement provides that the Board may, without the written consent of any Member or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect, among other things, any amendment, supplement, waiver or modification that the Board determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Company.
WHEREAS, pursuant to the aforementioned sections of the Second Amended Agreement, the Board desires to establish a new class of interest in the Company to be named Series B Preferred Mirror Units, with such designations, preferences, rights, powers and duties as are set forth herein, and, in connection therewith, desires to further amend and restate the Second Amended Agreement as set forth herein (as so further amended and restated, this “ Agreement ”).
NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree as follows:
Article I
DEFINITIONS
Section 1.01      Definitions . Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):
“ Act ” means the Limited Liability Company Act, Interim Revised Statutes of Anguilla, Chapter 6.
“ Additional Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Adjusted Capital Account Balance ” means, with respect to each Member, the balance in such Member’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(c)(4), (5) and (6); and (ii) by adding to such balance such Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704‑2(i)(5), and any amounts such Member is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
“ Affiliate ” (including the term “ Affiliated ”) means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.
“ Agreement ” has the meaning set forth in the recitals.
“ Amended Agreement ” has the meaning set forth in the recitals.
“ Amended Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ AOG Series A Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Company) with economic terms that are materially the same as those of the Series A Preferred Mirror Units.
“ AOG Series B Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Company) with economic terms that are materially the same as those of the Series B Preferred Mirror Units.
“ AP Professional ” means AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership.
“ APO Corp. ” means APO Corp., a Delaware corporation.
“ APH X GP ” means Apollo Principal Holdings X GP, Ltd., a Cayman Islands exempted company.
“ APO UK (FC) ” means APO UK (FC), Limited, a United Kingdom incorporated company.
“ Apollo Operating Group ” means each of the Company, Apollo Principal Holdings I, L.P., a Delaware limited partnership, Apollo Principal Holdings II, L.P., a Delaware limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Delaware limited partnership, Apollo Principal Holdings VI, L.P., a Delaware limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, Apollo Management Holdings, L.P., a Delaware limited partnership, and any successors thereto or other entities formed to serve as holding vehicles for the Issuer’s carry vehicles, management companies or other entities formed to engage in the asset management business (including alternative asset management), as set forth on Annex A , as amended from time to time.
“ Applicable Tax Representative ” means, with respect to a tax matter, the Tax Matters Member or the Partnership Representative (each in its capacity as such), as applicable.
“ Assignee ” has the meaning set forth in Section 8.04 .
“ Assumed Tax Rate ” means the highest effective marginal combined United States federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductibility of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for United States federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Members.
“ BBA Audit Rules ” means subchapter C of Chapter 63 of the Code (sections 6221 through 6241 of the Code), as enacted by the Bipartisan Budget Act of 2015, Pub. L. No. 114-74, as amended from time to time, and the Treasury Regulations (whether proposed, temporary or final), including any subsequent amendments, and administrative guidance, promulgated thereunder (or which may be promulgated in the future), together with any similar United States state, local or non-U.S. law.
“ Board ” means the board of Managers of the Company that manages and controls the Company pursuant to this Agreement.
“ Business Day ” means any calendar day that is not a Saturday, Sunday or other calendar day on which commercial banking institutions are required or authorized to be closed in the City of New York.
“ Capital Account ” means the separate capital account maintained for each Member in accordance with Section 5.03 .
“ Capital Contribution ” means, with respect to any Member, the aggregate amount of money contributed to the Company and the Carrying Value of any property (other than money), net of any liabilities assumed by the Company upon contribution or to which such property is subject, contributed to the Company pursuant to Article V .
“ Carrying Value ” means, with respect to any Company asset, the asset’s adjusted basis for United States federal income tax purposes, except that the initial carrying value of assets contributed to the Company shall be their respective gross fair market values on the date of contribution as determined by the Board, and the Carrying Values of all Company assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of (a) the date of the acquisition of any additional Company interest by any new or existing Member in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Company assets to a Member; (c) the date a Company interest is relinquished to the Company; (d) any other date specified in the Treasury Regulations or (e) any other date specified by the Board; provided , however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the Board to reflect the relative economic interests of the Members. The Carrying Value of any Company asset distributed to any Member shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for United States federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.
“ Certificate ” means the certificate of formation issued by the Registrar of Companies in connection with the formation of the Company.
“ Change of Control Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Class ” means the classes of Units into which the interests in the Company may be classified or divided from time to time pursuant to the provisions of this Agreement.
“ Class A Shares ” means the Class A Shares of the Issuer representing Class A limited liability company interests of the Issuer.
“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time.
“ Common Units ” means the Ordinary Shares and the Voting Shares.
“ Company ” has the meaning set forth in the recitals.
“ Company Minimum Gain ” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).
“ Contingencies ” has the meaning set forth in Section 9.03(a) .
“ Control ” (including the terms “ Controlled by ” and “ under common Control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.
“ Covered Person ” and “ Covered Persons ” have the meanings set forth in Section 10.02(a) .
“ Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Creditable Foreign Tax ” means a non-United States tax paid or accrued for United States federal income tax purposes by the Company, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A non-United States tax is a Creditable Foreign Tax for these purposes without regard to whether a Member receiving an allocation of such non-United States tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “Creditable Foreign Tax” in Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.
“ Dissolution Event ” has the meaning set forth in Section 9.02 .
“ Distributable Cash ” means cash received by the Company from dividends and distributions or other income, other than cash reserves to account for reasonably anticipated expenses and other liabilities, including, without limitation, tax liabilities, as the Board may determine to be appropriate.
“ Distribution Payment Date ” means March 15, June 15, September 15 and December 15 of each year, commencing (a) with respect to the Series A Preferred Mirror Units, on June 15, 2017 and (b) with respect to the Series B Preferred Mirror Units, on June 15, 2018.
“ Distribution Period ” means the period from and including a Distribution Payment Date to, but excluding, the next Distribution Payment Date, except that (a) the initial Distribution Period with respect to the Series A Preferred Mirror Units commenced on and included March 7, 2017 and (b) the initial Distribution Period with respect to the Series B Preferred Mirror Units commences on and includes March 19, 2018.
“ Encumbrance ” means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever.
“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended.
“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“ Exchange Agreement ” means the Fifth Amended and Restated Exchange Agreement dated as of April 28, 2017 among the Issuer, the Apollo Operating Group, and the equity owners of the Apollo Operating Group entities from time to time, as amended from time to time.
“ Exchange Transaction ” means an exchange of Common Units for Class A Shares pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Member shall mutually agree, a Transfer of Common Units to the Issuer, the Company or any of their Subsidiaries for other consideration.
“ Final Adjudication ” has the meaning set forth in Section 10.02(a) .
“ Final Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Fiscal Year ” means (i) the period commencing upon the formation of the Company and ending on December 31, 2015 or (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31.
“ Fund ” means any pooled investment vehicle or similar entity sponsored or managed, directly or indirectly, by the Issuer or any of its Subsidiaries.
“ Gross Ordinary Income ” means the Company’s gross income excluding any gross income attributable to the sale or exchange of “capital assets” as defined in Section 1221 of the Code. Allocations to Series A Holders of Gross Ordinary Income shall consist of a proportionate share of each Company item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series A Preferred Mirror Units. Allocations to Series B Holders of Gross Ordinary Income shall consist of a proportionate share of each Company item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series B Preferred Mirror Units.
“ Incapacity ” means, with respect to any Person, the bankruptcy, dissolution, termination, entry of an order of incompetence, or the insanity, permanent disability or death of such Person.
“ Issuer ” means Apollo Global Management, LLC, a limited liability company formed under the laws of the State of Delaware, or any successor thereto.
“ Issuer LLC Agreement ” means the Third Amended and Restated Limited Liability Company Agreement of the Issuer dated as of the date hereof.
“ Junior Units ” means Common Units and any other equity securities that the Company may issue in the future ranking, as to the payment of distributions, junior to the Series A Preferred Mirror Units and the Series B Preferred Mirror Units.
“ Law ” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Company or any Member, as the case may be.
“ Liquidation Agent ” has the meaning set forth in Section 9.03 .
“ Liquidation Preference ” means, in respect of any Preferred Units, the “Liquidation Preference” per Preferred Unit specified for such Preferred Units.
“ Manager ” means a natural person serving as a member of the Board, who shall be considered a “manager” within the meaning of the Act.
“ Members ” means APH X GP, AP Professional, and APO UK (FC), and each of the Persons from time to time listed as a member in the books and records of the Company, each in such Person’s capacity as a member of the Company.
“ Member Nonrecourse Debt Minimum Gain ” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Company Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3).
“ Member Nonrecourse Deductions ” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2).
“ Net Taxable Income ” has the meaning set forth in Section 4.01(b)(i) .
“ Nonrecourse Deductions ” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Company for a Fiscal Year equals the net increase, if any, in the amount of Company Minimum Gain of the Company during that Fiscal Year, determined according to the provisions of Treasury Regulations Section 1.704-2(c).
“ Ordinary Shares ” means the Units of limited liability company interest in the Company designated as the “Ordinary Shares” herein and having the rights pertaining thereto as are set forth in this Agreement.
“ Original Agreement ” has the meaning set forth in the recitals.
“ Parity Units ” means any Company securities, including Preferred Units, that the Company has authorized or issued or may authorize or issue, the terms of which provide that such securities shall rank equally with the Series A Preferred Mirror Units and the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event. For purposes of this definition, the Series A Preferred Mirror Units shall be treated as Parity Units with respect to the Series B Preferred Mirror Units and the Series B Preferred Mirror Units shall be treated as Parity Units with respect to the Series A Preferred Mirror Units.
“ Partnership Representative ” means, for any taxable year of the Company to which the BBA Audit Rules apply, APO UK (FC) acting in the capacity of the “partnership representative” (as such term is defined under the BBA Audit Rules) or such other Person as is appointed to be the “partnership representative” by the Board from time to time.
“ Percentage Interest ” means, with respect to any Member and subject to Section 11.01 and Section 12.01 , the quotient obtained by dividing the number of Units then owned by such Member by the number of Units then owned by all Members, in each case excluding all Voting Shares.
“ Permitted Jurisdiction ” means the United States or any state thereof, Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Gibraltar, Ireland, Italy, Luxembourg, the Netherlands, Switzerland, the United Kingdom or British Crown Dependencies, any other member country of the Organization for Economic Co-operation and Development, or any political subdivision of any of the foregoing.
“ Permitted Reorganization ” means the (i) voluntary or involuntary liquidation, dissolution or winding up of any of the Company’s Subsidiaries or upon any reorganization of the Company into another limited liability company pursuant to provisions of this Agreement that allow the Company to convert, merge or convey its assets to another entity with or without approval of the Members, (ii) for purposes of Section 11.08 , reorganization or other transaction in which a successor to the Company issues equity securities to the Series A Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series A Preferred Mirror Units pursuant to provisions of this Agreement that allow the Company to do so without approval of the Members or (iii) for purposes of Section 12.08 , reorganization or other transaction in which a successor to the Company issues equity securities to the Series B Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series B Preferred Mirror Units pursuant to provisions of this Agreement that allow the Company to do so without approval of the Members.
“ Permitted Transfer ” means the sale, conveyance, exchange or transfer, for cash, shares of capital stock, securities or other consideration, of all or substantially all of the Company’s property or assets or the consolidation, merger or amalgamation of the Company with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into the Company.
“ Person ” means any individual, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.
“ Portfolio Company ” means any Person in which any Fund owns or has made, directly or indirectly, an investment.
“ Preferred Units ” means (i) the Series A Preferred Mirror Units, (ii) the Series B Preferred Mirror Units and (iii) any other Class of Units that entitles the Record Holders thereof to a preference or priority over the Record Holders of any other Class of Units in the right to share profits or losses or items thereof, the right to share in Company distributions or rights upon dissolution or liquidation of the Company.
“ Profits ” and “ Losses ” means, for each Fiscal Year or other period, the taxable income or loss of the Company, or particular items thereof, determined in accordance with the accounting method used by the Company for United States federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Company that is exempt from United States federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the United States federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis; provided that if the United States federal income tax depreciation, amortization or other cost recovery deduction is zero, the Board may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses; and (f) except for items in (a) above, any expenditures of the Company not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.
“ Rating Agency Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Record Date ” means a date established by the Board in its sole discretion for determining the identity of Record Holders entitled to receive a distribution.
“ Record Holder ” or “ holder ” means, with respect to any Units, the Person in whose name such Units are registered on the books of the Company as of the opening of business on a particular Business Day.
“ Roll-up Agreements ” mean collectively, each Roll-up Agreement, by and among BRH Holdings, L.P., a Cayman Islands exempted limited partnership, AP Professional, the Issuer, APO Asset Co, LLC, a Delaware limited liability company, APO Corp., and an employee of the Issuer or one of its Subsidiaries, dated as of July 13, 2007, each as amended, restated, supplemented or otherwise modified from time to time.
“ SEC ” means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.
“ Second Amended Agreement ” has the meaning set forth in the recitals.
“ Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“ Series A Dissolution Exception ” has the meaning set forth in Section 11.08(e) .
“ Series A Distribution Rate ” means 6.375%.
“ Series A Holder ” means a holder of Series A Preferred Mirror Units.
“ Series A Liquidation Preference ” means $25.00 per Series A Preferred Mirror Unit. The Series A Liquidation Preference shall be the “Liquidation Preference” with respect to the Series A Preferred Mirror Units.
“ Series A Offering Expenses ” has the meaning set forth in Section 11.12 .
“ Series A Preferred Mirror Unit ” means a 6.375% Series A Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XI .
“ Series A Preferred Shares ” means the 6.375% Series A Preferred Shares of the Issuer.
“ Series A Record Date ” means, with respect to any Distribution Payment Date, the March 1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series A Record Dates shall apply regardless of whether a particular Series A Record Date is a Business Day. The Series A Record Dates shall constitute Record Dates with respect to the Series A Preferred Mirror Units for the purpose of distributions on the Series A Preferred Mirror Units.
“ Series A Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Series B Dissolution Exception ” has the meaning set forth in Section 12.08(e) .
“ Series B Distribution Rate ” means 6.375%.
“ Series B Holder ” means a holder of Series B Preferred Mirror Units.
“ Series B Liquidation Preference ” means $25.00 per Series B Preferred Mirror Unit. The Series B Liquidation Preference shall be the “Liquidation Preference” with respect to the Series B Preferred Mirror Units.
“ Series B Offering Expenses ” has the meaning set forth in Section 12.12 .
“ Series B Preferred Mirror Unit ” means a 6.375% Series B Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XII .
“ Series B Preferred Shares ” means the 6.375% Series B Preferred Shares of the Issuer.
“ Series B Record Date ” means, with respect to any Distribution Payment Date, the March 1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series B Record Dates shall apply regardless of whether a particular Series B Record Date is a Business Day. The Series B Record Dates shall constitute Record Dates with respect to the Series B Preferred Mirror Units for the purpose of distributions on the Series B Preferred Mirror Units.
“ Series B Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Similar Law ” means any law or regulation that could cause the underlying assets of the Company to be treated as assets of the Member by virtue of its member interest in the Company and thereby subject the Company and the Board (or other persons responsible for the investment and operation of the Company’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.
“ Subsidiary ” means, with respect to any Person, as of any date of determination, any other Person as to which such Person owns, directly or indirectly, or otherwise controls, more than 50% of the voting shares or other similar interests or the sole general partner interest or managing member or similar interest of such Person. The term “Subsidiary” does not include at any time any Funds or Portfolio Companies.
“ Substantially All Merger ” means a merger or consolidation of one or more members of the Apollo Operating Group with or into another Person that would, in one or a series of related transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the combined assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.
“ Substantially All Sale ” means a sale, assignment, transfer, lease or conveyance, in one or a series of related transactions, directly or indirectly, of all or substantially all of the assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.
“ Tax Advances ” has the meaning set forth in Section 5.07 .
“ Tax Amount ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Distributions ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Matters Member ” means, for any taxable year of the Company subject to the TEFRA Audit Rules, APO UK (FC) acting in the capacity of the “tax matters partner” of the Company (as such term was defined in section 6231(a)(7) of the Code under the TEFRA Audit Rules) or such other Person as may be appointed to be the “tax matters partner” by the Board from time to time.
“ TEFRA Audit Rules ” means subchapter C of Chapter 63 of the Code (sections 6221 through 6234 of the Code), as enacted by the Tax Equity and Fiscal Responsibility Act of 1982, Pub. L. No. 97-248, 96 Stat. 324, as amended from time to time, and the Treasury Regulations (whether proposed, temporary or final), including any subsequent amendments, and administrative guidance, promulgated thereunder (or which may be promulgated in the future), together with any similar United States state, local or non-U.S. law, but excluding the BBA Audit Rules.
“ Transfer ” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law, including, without limitation, the exchange of any Unit for any other security.
“ Treasury Regulations ” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).
“ Units ” means the Ordinary Shares, the Voting Shares and any other Class of Units authorized in accordance with this Agreement, including the Series A Preferred Mirror Units and the Series B Preferred Mirror Units, which shall constitute interests in the Company as provided in this Agreement and under the Act; entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Company at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Member as provided in this Agreement, together with the obligations of such Member to comply with all terms and provisions of this Agreement.
“ Voting Member ” means a registered holder of Voting Shares, in such Person’s capacity as such. For the avoidance of doubt, each such Voting Member is a “member” of the Company within the meaning of the Act.
“ Voting Shares ” means the Units of limited liability company interest in the Company designated as the “Voting Shares” herein and having the voting rights pertaining thereto as are set forth in this Agreement.
“ Withdrawn Member ” has the meaning set forth in the recitals.
“ 2007 Omnibus Equity Incentive Plan ” means the Issuer’s 2007 Omnibus Equity Incentive Plan, as amended, restated, supplemented or otherwise modified from time to time.
ARTICLE II     
FORMATION, TERM, PURPOSE AND POWERS
Section 2.01      Formation . The Company was formed as a limited liability company under the provisions of the Act on April 13, 2015. Each of the parties hereto agrees that this Agreement shall be effective as of March 7, 2017. The Company is hereby continued pursuant to the Act and this Agreement. If requested by the Board, the Members shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the Board to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of a limited liability company under the laws of Anguilla, (b) if the Board deems it advisable, the operation of the Company as a limited liability company in all jurisdictions where the Company proposes to operate and (c) all other filings required to be made by the Company.
Section 2.02      Name . The name of the Company shall be, and the business of the Company shall be conducted under the name of, Apollo Principal Holdings XI, LLC.
Section 2.03      Term . The term of the Company commenced on the date of the issuance of the Certificate, and the term shall continue until the final distribution of all remaining assets of the Company following dissolution of the Company in accordance with Article IX .
Section 2.04      Offices . The Company may have offices at such places as the Board from time to time may select.
Section 2.05      Agent for Service of Process . The Company’s registered agent for service of process and registered office in Anguilla shall be Finsco Limited, Mitchell House, P.O. Box 174, The Valley, Anguilla British West Indies, or as otherwise determined by the Board from time to time.
Section 2.06      Business Purpose . The Company shall have the power to engage in any lawful act or activity for which limited liability companies may be formed under the Act and engage in any and all activities necessary or incidental thereto.
Section 2.07      Powers of the Board . Subject to the limitations set forth in this Agreement, the Board will possess and may exercise all of the powers and privileges granted by the Act to managers of a limited liability company that is managed exclusively by its managers, including, without limitation, the ownership and operation of the assets contributed to the Company by the Members, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Company set forth in Section 2.06 .
Section 2.08      Members; Admission of New Members . Upon its execution of the Amended Agreement, (a) each of APH X GP, APO UK (FC), and AP Professional was thereby admitted as a Member of the Company, and (b) each of APH X GP and APO UK (FC) was admitted as a Voting Member. The rights, duties and liabilities of the Members shall be as provided in the Act, except as is otherwise expressly provided herein, and the Members consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time to time as a new Member in accordance with Section 8.05 and Section 8.06 ; provided , however, that each new Member shall execute and deliver to the Board or its designee an appropriate supplement or counterpart or instrument of adherence to this Agreement pursuant to which the new Member agrees to be bound by the terms and conditions of the Agreement, as it may be amended from time to time.
Section 2.09      Withdrawal . No Member shall have the right to withdraw as a Member of the Company other than following the Transfer of all Units owned by such Member in accordance with Article VIII .
ARTICLE III     
MANAGEMENT
Section 3.01      Voting Rights of Members .
(a)      The power to elect the Board shall be vested exclusively in the Voting Members in accordance with Section 3.03(a) .
(b)      Each Voting Share shall be entitled to one vote. A total of 100 Voting Shares shall be authorized and issued at all times.
(c)      As of the date of this Agreement, each of APH X GP and APO UK (FC) holds 50 Voting Shares.
(d)      Unless agreed by the Board and approved by a majority of the Voting Shares, the voting arrangement set forth in this Section 3.01 shall not change.
(e)      For the avoidance of doubt, Ordinary Shares bear no right to vote on any matters relating to the Company.
Section 3.02      Authority of the Board .
(a)      The business, property and affairs of the Company shall be managed under the sole, absolute and exclusive direction of the Board, which may from time to time delegate authority to officers or to others to act on behalf of the Board.
(b)      The Members hereby agree that the Board, acting without the consent of any Member except as otherwise expressly required by this Agreement, shall be and hereby is authorized to (i) open bank accounts on behalf of the Company in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Company on deposit in such accounts, as may be deemed by the Board to be necessary, appropriate or otherwise in the best interests of the Company and, in connection therewith, execute any form of required resolution necessary to open any such bank accounts; (ii) prepare, execute and file with the appropriate authorities such federal, state or local applications, forms and papers on behalf of the Company as may be required by Law or deemed by the Board to be necessary, appropriate or otherwise in the best interests of the Company, as applicable; (iii) pay on behalf of the Company any and all fees and expenses incident to and necessary to perfect the organization of the Company; (iv) compromise the obligation of any Member to make a contribution or return of money or other property paid or distributed in contravention of the Act; and (v) admit any Person as an additional Member. Notwithstanding any other provision of this Agreement, the Company, acting by the Board, is hereby authorized to enter into, and to perform its obligations under, the aforementioned agreements, deeds, receipts, certificates, filings and other documents, without any consent of any Member, but such authorization shall not be deemed a restriction on the power of the Company or the Board acting on behalf of the Company to enter into, and to perform its obligations under, other agreements on behalf of the Company. The Members agree that the Board may execute the aforementioned agreements, deeds, receipts, certificates, filings and other documents on behalf of the Company that the Board deems appropriate and that any prior acts of the Company and the Board acting on behalf of the Company, consistent with the foregoing authorizations, are hereby ratified and confirmed.
(c)      Each of the Managers in his or her capacity as such shall be considered a “manager” within the meaning of the Act. A Manager acting individually in his or her capacity as such will have the power to bind the Company.
Section 3.03      Board Membership .
(a)      The Board shall consist of at least three Managers. The holders of a majority of the Voting Shares shall have the right to elect each of the Managers. Managers need not be Members. A majority of the Managers shall be residents of the United Kingdom.
(b)      Any Manager may be removed at any time, with or without cause, by the holders of a majority of the Voting Shares.
(c)      Any Manager may resign at any time by so notifying the chairperson in writing. Such resignation shall take effect upon receipt of such notice by the chairperson or at such later time as is therein specified, and unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
(d)      If at any time a vacancy is created on the Board by reason of the Incapacity, death, removal or resignation of any Manager, the vacancy will be filled by another individual selected in accordance with Section 3.01(a) .
Section 3.04      Board Meetings and Procedures .
(a)      The Board shall hold regular meetings at such time and place within the United Kingdom as shall be determined by the Board. Special meetings of the Board may be called at any time by any Manager. Written notice shall be required with respect to any meeting of the Board, and written notice of any special meeting shall specify the purpose of the special meeting. Unless waived by all of the Managers in writing (before, during or after a meeting) or with respect to any Manager at such meeting, prior notice of any regular or special meeting (including reconvening a meeting following any adjournments or postponements thereof) shall be given to each Manager at least three Business Days (or one Business Day in the case of clear and urgent need) before the date of such meeting. Notice of any meeting need not be given to any Manager who shall submit, either before, during or after such meeting, a signed waiver of notice. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except when the Manager attends the meeting for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting is not properly called or convened.
(b)      No action may be taken by the Board unless a quorum is present. A quorum shall consist of the presence, in person or by proxy, of a majority of all of the Managers of which a majority are resident in the United Kingdom.
(c)      The Board shall act by majority vote of all Managers present at the meeting, and each Manager shall have one vote.
(d)      No Manager shall be disqualified from acting on any matter because such Manager is interested in the matter to be acted upon by the Board so long as all material aspects of such matter have been disclosed prior to Board action in reasonable detail to all Managers who are to act on such matter.
(e)      Each Manager may authorize another person or persons to vote and act for such Manager by proxy, and such person or persons holding such proxy shall be counted towards the determination of whether a quorum of the Board is present, as well as for all other purposes when counting votes or attendance of the Manager who has provided such proxy. One person may hold more than one proxy.
(f)      Any action required or permitted to be taken by the Board (or any committee thereof) may be taken without a meeting, if at least two-thirds of the Managers then in office consent in writing to such action.
(g)      The Board (and each committee thereof) shall cause to be kept at a location within the United Kingdom a book of minutes of all of its resolutions or actions by written consent and in which there shall be recorded with respect to each meeting of the Board (or any committee thereof) the time and place of such meeting, whether regular or special (and if special, how called), the names of those present and the proceedings thereof.
(h)      Managers may participate in a meeting of the Board (or any committee thereof) by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting.
(i)      The Board may elect, by majority of all Managers then in office, a United Kingdom resident chairperson, who shall either be an executive chairperson or a nonexecutive chairperson. At each meeting of the Board, the chairperson shall preside and, in his or her absence, Managers by a majority vote of those present may appoint any United Kingdom resident member of the Board to preside at such meeting. The secretary of the Company (or such other person as shall be designated by the Board Managers) shall act as secretary at each meeting of the Board. In case the secretary shall be absent from any meeting of the Board, an assistant secretary shall perform the duties of secretary at such meeting or the person presiding at the meeting may appoint any person to act as secretary of the meeting.
(j)      The Board may designate one or more committees to take any action that may be taken hereunder by the Board, which committees shall take actions under such procedures (not inconsistent with this Agreement) as shall be designated by it.
Section 3.05      Compensation . The Managers shall not be entitled to any compensation for services rendered to the Company in their capacity as such.
Section 3.06      Expenses . The Company shall bear and/or reimburse (i) the Managers for any expenses incurred by them in connection with serving on the Board, and (ii) Issuer and APO UK (FC), with respect to the Company’s allocable share of any expenses solely incurred by or attributable to the Issuer or APO UK (FC) but excluding obligations incurred under the Amended and Restated Tax Receivable Agreement, dated as of May 6, 2013 among APO Corp. and the Apollo Operating Group entities party thereto, as amended from time to time or as supplemented by an analogous agreement with Affiliated entities, by the Issuer, income tax expenses of the Issuer or APO UK (FC) and indebtedness incurred by the Issuer or APO UK (FC).
Section 3.07      Authority of the Members . No Member, in its capacity as such, shall participate in or have any control over the business of the Company. Except as expressly provided herein, the Units do not confer any rights upon the Members to participate in the affairs of the Company described in this Agreement. Except as expressly provided herein, the Members shall have no right to vote on any matter involving the Company, including with respect to any merger, consolidation, combination or conversion of the Company. The conduct, control and management of the Company shall be vested exclusively in the Board. In all matters relating to or arising out of the conduct of the operation of the Company, the decision of the Board shall be the decision of the Company. No Member who is not also a Manager (and acting in such capacity) shall take any part in the management or control of the operation or business of the Company in its capacity as a Member, nor shall any Member who is not also a Manager (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Company in his or its capacity as a Member in any respect or assume any obligation or responsibility of the Company or of any other Member. Notwithstanding the foregoing, the Company may employ one or more Members from time to time, and such Members, in their capacity as employees of the Company (and not, for clarity, in their capacity as Members of the Company), may take part in the control and management of the business of the Company to the extent such authority and power to act for or on behalf of the Company has been delegated to them by the Board.
Section 3.08      Action by Written Consent or Ratification of the Members . Any action required or permitted to be taken by the Members pursuant to this Agreement shall be taken if all Members whose consent or ratification is required consent thereto or provide a consent or ratification in writing.
Section 3.09      Officers .
(a)      The Board may delegate responsibility for all or some of the day-to-day operations of the Company to officers of the Company. All officers shall have such authority and perform such duties as may be provided in this Agreement or, to the extent not so provided, by resolution passed by the Board. One person may hold more than one office. The officers, to the extent of their powers set forth in this Agreement or as delegated to them by the Board, are agents of the Company and the actions of the officers taken in accordance with such powers shall bind the Company.
(b)      The secretary of the Company will generally perform all the duties usually appertaining to the office of secretary of a limited liability company.
(c)      The Board may designate such other persons as authorized persons of the Company to take such actions as the Board may approve, including, but not limited to, execution of documents on behalf of the Company.
(d)      Each officer shall hold office until he or she is removed in accordance with clause (f) below or his or her earlier death, disability or resignation. Any vacancy occurring in any of the officers of the Company, for any reason, shall be filled by action of the Board.
(e)      Any officer may resign at any time by giving written notice to the Board. Such resignation shall take effect at the time specified in such notice or, if the time be not specified, upon receipt thereof by the Board. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.
(f)      Each officer shall be subject to removal, for any reason or no reason, by the Board.
(g)      The compensation and terms of employment of all of the officers shall be fixed by the Board.
ARTICLE IV     
DISTRIBUTIONS
Section 4.01      Distributions .
(a)      Subject to Section 4.04 , Article XI and Article XII , with respect to any distribution to be made to holders of Ordinary Shares, the amount to be distributed with respect to each Ordinary Share shall be equal to the quotient obtained by dividing the total amount to be distributed with respect to all such Ordinary Shares divided by the number of Ordinary Shares outstanding as of the distribution record date. Subject to Article XI and Article XII , all other distributions of Distributable Cash shall be made, at the discretion of the Board, to the Members pro rata in accordance with their respective Percentage Interests.
(b)      Tax Distributions .
(i)      Subject to Section 4.04 , Article XI and Article XII , in addition to the foregoing, if the Board reasonably determines that the taxable income of the Company for a Fiscal Year will give rise to taxable income for the Members (“ Net Taxable Income ”), the Board shall cause the Company to distribute Distributable Cash in respect of income tax liabilities (the “ Tax Distributions ”) to the extent that other distributions made by the Company for such year were otherwise insufficient to cover such tax liabilities, provided that distributions pursuant to Section 4.02 and allocations pursuant to Section 5.04 related to such distributions shall not be taken into account for purposes of this Section 4.01(b) . The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the Board’s estimate of the allocable Net Taxable Income in accordance with Article V , multiplied by the Assumed Tax Rate (the “ Tax Amount ”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored. Any Tax Distributions shall be made to all Members, whether or not they are subject to such applicable United States federal, state and local taxes, pro rata in accordance with their Percentage Interest.
(ii)      Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner: (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such Fiscal Year, the Board shall make an amended calculation of the Tax Amount for such Fiscal Year (the “ Amended Tax Amount ”), and shall cause the Company to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Company in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Company in respect of the relevant Fiscal Year, then the difference (the “ Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Company files a tax return on Form 1065, the Board shall make a final calculation of the Tax Amount for such Fiscal Year (the “ Final Tax Amount ”) and shall cause the Company to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (the “ Additional Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein.
Section 4.02      Liquidation Distribution . Distributions made upon dissolution of the Company shall be made as provided in Section 9.03 .
Section 4.03      Limitations on Distribution . Notwithstanding any provision to the contrary contained in this Agreement, the Board shall not make a Company distribution to any Member if such distribution would violate the Act or other applicable Law.
Section 4.04      Distributions on Series A Preferred Mirror Units . No distributions shall be made with respect to the Series A Preferred Mirror Units except as permitted under Article XI .
Section 4.05      Distributions on Series B Preferred Mirror Units . No distributions shall be made with respect to the Series B Preferred Mirror Units except as permitted under Article XII .
ARTICLE V     
CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;
TAX ALLOCATIONS; TAX MATTERS
Section 5.01      Initial Capital Contributions . The Members, other than APH X GP, have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Ordinary Shares, Series A Preferred Mirror Units and/or Series B Preferred Mirror Units as specified in the books and records of the Company. As a Voting Member, APH X GP has no obligation to make any Capital Contribution.
Section 5.02      No Additional Capital Contributions . Except as otherwise provided in this Article V , no Member shall be required to make additional Capital Contributions to the Company without the consent of such Member or permitted to make additional Capital Contributions to the Company without the consent of the Board.
Section 5.03      Capital Accounts . A separate capital account (a “ Capital Account ”) shall be established and maintained for each Member, other than a Person who holds no Units other than Voting Shares, in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Member shall be credited with such Member’s Capital Contributions, if any, all Profits allocated to such Member pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05 ; and shall be debited with all Losses allocated to such Member pursuant to Section 5.04 , any items of loss or deduction of the Company specially allocated to such Member pursuant to Section 5.05 , and all cash and the Carrying Value of any property (net of liabilities assumed by such Member and the liabilities to which such property is subject) distributed by the Company to such Member. Any references in any section of this Agreement to the Capital Account of a Member shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Company in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest. For the avoidance of doubt, a Voting Member shall not be entitled to any allocations or distributions from the Company. The Capital Account balance of each holder of Series A Preferred Mirror Units with respect to each Series A Preferred Mirror Unit shall equal the Liquidation Preference per Series A Preferred Mirror Unit as of the date such Series A Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XI . The Capital Account balance of each holder of Series B Preferred Mirror Units with respect to each Series B Preferred Mirror Unit shall equal the Liquidation Preference per Series B Preferred Mirror Unit as of the date such Series B Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XII .
Section 5.04      Allocations of Profits and Losses . Except as otherwise provided in this Agreement (including Section 11.06 and Section 12.06 ), Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Company) shall be allocated in respect of any Common Units held by a Member in a manner such that the Capital Account of each Member holding Common Units after giving effect to the special allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Company liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Company were distributed to the Members pursuant to this Agreement, minus (ii) such Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. Notwithstanding the foregoing, the Board shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Member’s interest in the Company.
Section 5.05      Special Allocations . Notwithstanding any other provision in this Article V :
(a)      Minimum Gain Chargeback . If there is a net decrease in Company Minimum Gain or Member Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704‑2(i)) during any Company taxable year, the Members holding Common Units shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704‑2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4).
(b)      Qualified Income Offset . If any Member holding Common Units unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the deficit balance in such Member’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Member would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.
(c)      Gross Income Allocation . If any Member holding Common Units has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Member is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.
(d)      Nonrecourse Deductions . Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Percentage Interests.
(e)      Member Nonrecourse Deductions . Member Nonrecourse Deductions for any taxable period shall be allocated to the Member who bears the economic risk of loss with respect to the liability to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j).
(f)      Creditable Foreign Taxes . Creditable Foreign Taxes for any taxable period attributable to the Company, or an entity owned directly or indirectly by the Company, shall be allocated to the Members in proportion to the Members’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Foreign Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section (f) are intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.
(g)      Ameliorative Allocations . Any special allocations of income or gain pursuant to Section 5.05(b) or (c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g) , so that the net amount of any items so allocated and all other items allocated to each Member shall, to the extent possible, be equal to the net amount that would have been allocated to each Member if such allocations pursuant to Section 5.05(b) or (c) had not occurred.
Section 5.06      Tax Allocations . For income tax purposes, each item of income, gain, loss and deduction of the Company shall be allocated among the Members in the same manner as the corresponding items of Profits and Losses, and specially allocated items, including items of Gross Ordinary Income allocated pursuant to Section 11.06 and Section 12.06 , are allocated for Capital Account purposes; provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for United States federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the Board and permitted by the Code and Treasury Regulations) so as to take account of the difference between the Carrying Value and the adjusted basis of such asset. Notwithstanding the foregoing, the Board shall make such allocations for tax purposes as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Member’s interest in the Company.
Section 5.07      Tax Advances . To the extent the Board reasonably believes that the Company is required by Law to withhold or to make tax payments on behalf of or with respect to any Member (including pursuant to section 6225 of the BBA Audit Rules) or the Company is subjected to tax itself by reason of the status of any Member (“ Tax Advances ”), the Board may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Member shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Member or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Member. For all purposes of this Agreement such Member shall be treated as having received the amount of the distribution that is equal to the Tax Advance. If a Tax Advance is required to be made by the Company and the Board determines that such amount is allocable to the interest in the Company of a Person that is at such time a Member, such Tax Advance shall be treated as being made on behalf of or with respect to such Member for purposes of this Section 5.07 whether or not the tax in question applies to a taxable period of the Company during which such Member held an interest in the Company. Each Member hereby agrees to indemnify and hold harmless the Company and the other Members from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Company’s failure to withhold or make a tax payment on behalf of such Member which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Member pursuant to Section 4.01(b) ) with respect to income attributable to or distributions or other payments to such Member. To the extent that any liability with respect to a Tax Advance relates to a former Member that has withdrawn, sold, assigned, pledged, mortgaged, charged, or otherwise transferred all or part of its interest in the Company, such former Member (which in the case of a partial withdrawal, sale, assignment, pledge, mortgage, charge or other transfer shall include a continuing Member with respect to the portion of its interest in the Company so withdrawn, sold, assigned, pledged, mortgaged, charged or transferred) shall indemnify the Company for its allocable portion of such liability. Each Member acknowledges that, notwithstanding the withdrawal, sale, assignment, pledge, mortgage, charge, or other transfer of all or any portion of its interest in the Company, it may remain liable, pursuant to this Section 5.07 , for tax liabilities with respect to its allocable share of income and gain of the Company for the Company’s taxable years (or portions thereof) prior to such withdrawal, sale, assignment, pledge, mortgage, charge, or other transfer, as applicable (including any such liabilities imposed under section 6225 of the BBA Audit Rules).
Section 5.08      Tax Matters . With respect to all taxable years to which the TEFRA Audit Rules apply, the Tax Matters Member shall be permitted to take any and all actions under the TEFRA Audit Rules and shall have any powers necessary to perform fully in such capacity. With respect to all taxable years to which the BBA Audit Rules apply, the Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules). The Company shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Company, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Company, shall be made by the Applicable Tax Representative, in consultation with the Company’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Applicable Tax Representative. The Applicable Tax Representative shall keep the other Members reasonably informed as to any tax actions, examinations or proceedings relating to the Company and shall submit to the other Members, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Company. As soon as reasonably practicable after the end of each Fiscal Year, the Company shall send to each Member a copy of United States Internal Revenue Service Schedule K-1, and any comparable statements required by applicable United States state or local income tax law as a result of the Company’s activities or investments, with respect to such Fiscal Year. The Company also shall provide the Members with such other information as may be reasonably requested for purposes of allowing the Members to prepare and file their own tax returns. The Company shall use any reasonable method or combination of methods in accordance with Section 706(d) of the Code for the purpose of allocating or specifically allocating items of income, gain, loss, deduction and expense of the Company for federal income tax purposes to account for the varying interests of the Members for the Fiscal Year.
Section 5.09      Other Allocation Provisions . Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Section 5.03 , Section 5.04 and Section 5.05 may be amended at any time by the Board if the Board believes such amendment is advisable, so long as any such amendment does not materially change the relative economic interests of the Members. Furthermore, the Board shall use its reasonable best efforts to cause its Subsidiaries to make adjustments to Capital Accounts to reflect an adjustment to the carrying value of such Subsidiaries’ assets consistent with the adjustments to Carrying Values of the Company’s assets hereunder.
ARTICLE VI     
BOOKS AND RECORDS; REPORTS
Section 6.01      Books and Records .
(a)      At all times during the continuance of the Company, the Board shall arrange for the preparation and maintenance of separate books of account for the Company.
(b)      Except as limited by Section 6.01(c) , each Member shall have the right to receive, for a purpose reasonably related to such Member’s interest as a Member in the Company, upon reasonable written demand stating the purpose of such demand and at such Member’s own expense:
(i)      a copy of the Certificate and this Agreement and all amendments thereto, together with a copy of the executed copies of all powers of attorney (if applicable) pursuant to which the Certificate and this Agreement and all amendments thereto have been executed; and
(ii)      promptly after their becoming available, copies of the Company’s federal, state and local income tax returns and reports, if any, for the three most recent years.
(c)      The Board may keep confidential from the Members, for such period of time as the Board determines in its sole discretion, (i) any information that the Board reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the Board believes is not in the best interests of the Company, could damage the Company or its business or that the Company is required by Law or by agreement with any third party to keep confidential.
ARTICLE VII     
ORDINARY SHARES, VOTING SHARES AND OTHER UNITS
Section 7.01      Units . Interests in the Company shall be represented by Units. As of the date of this Agreement, the Units are comprised of four Classes designated as Ordinary Shares, Voting Shares, Series A Preferred Mirror Units and Series B Preferred Mirror Units. The terms, rights, powers, preferences and duties of the Series A Preferred Mirror Units and the Series B Preferred Mirror Units are as set forth in Article XI and Article XII , respectively. Each outstanding Ordinary Share has the same rights and privileges to share in allocations and distributions as each other outstanding Ordinary Share. The Board may establish, from time to time in accordance with such procedures as the Board shall determine from time to time, other Classes, one or more series of any such Classes, or other Company securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Company securities), as shall be determined by the Board, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Company distributions; (iii) the rights upon the winding up, liquidation and dissolution of the Company; (iv) whether, and the terms and conditions upon which, the Company may or shall be required to redeem the Units or other Company securities (including sinking fund provisions); (v) whether such Unit or other Company security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Company security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Units or other Company securities; and (viii) the right, if any, of the holder of each such Unit or other Company security to vote on Company matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Company securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Ordinary Shares, the Voting Shares, the Series A Preferred Mirror Units, the Series B Preferred Mirror Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.
Section 7.02      Certificates . The Company shall issue certificates of limited liability company interests evidencing the Units. Each certificate shall identify the particular Class of Units represented by such certificate. Each certificate evidencing any Unit shall bear an appropriate legend indicating the existence of this Agreement and the restrictions on Transfer contained herein. All certificates shall be signed by an authorized officer of the Company. Any such signature may be a facsimile. No certificate shall be issued in bearer form. The Company may issue a new certificate of Units in place of any certificate previously issued by it that is alleged to have been lost, stolen or destroyed. The Company may require the owner of the lost, stolen or destroyed certificate, or its legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate.
Section 7.03      Register . The register of the Company shall be the definitive record of ownership of each Unit and all relevant information, including voting rights, with respect to each Member.
Section 7.04      Registered Members . The Company shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.
ARTICLE VIII     
FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS
Section 8.01      Member Transfers .
(a)      No Member or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Company (or beneficial interest therein) without the prior consent of the Board, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the Board may require) as are determined by the Board, in each case in the Board’s sole discretion. Any such determination in the Board’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Members, whether or not such Members are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by Law, null and void.
(b)      Subject to Section 8.03 , the Board may consider consenting to an exchange or Transfer of Common Units in an Exchange Transaction pursuant to the terms of the Exchange Agreement. In the case of a Transfer of Common Units in connection with an Exchange Transaction, the Percentage Interests of the Members shall be appropriately adjusted to provide for, as applicable, a decrease in the number of Common Units owned by the exchanging Member and an increase in the number of Common Units owned by APO UK (FC).
(c)      Subject to Section 8.04 , the Board may consider consenting to an exchange or Transfer of Units by a Member that is a party to a Roll-up Agreement pursuant to the terms and provisions thereof.
Section 8.02      Encumbrances . No Member or Assignee may create an Encumbrance with respect to all or any portion of its Units or other interest in the Company (or any beneficial interest therein) unless the Board consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the Board, in the Board’s sole discretion. Consent of the Board shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Any purported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by Law, null and void.
Section 8.03      Further Restrictions . Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Member or Assignee if:
(a)      such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;
(b)      such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws;
(c)      such Transfer would cause (i) all or any portion of the assets of the Company to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Member, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the Board to become a fiduciary with respect to any existing or contemplated Member, pursuant to ERISA, any applicable Similar Law, or otherwise;
(d)      to the extent requested by the Board, the Company does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the Board, as determined in the Board’s sole discretion; or
(e)      such Transfer would create a substantial risk that the Company would be classified or otherwise treated other than as a partnership for United States federal income tax purposes.
Section 8.04      Rights of Assignees . Subject to Section 8.05 and Section 8.06 , the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“ Assignee ”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Member which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Member, such other rights, and all obligations relating to, or in connection with, such interest remaining with the transferring Member. The transferring Member will remain a Member even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Company as a Member pursuant to Section 8.05 or Section 8.06 . Any transferring Member will remain liable to the Company as contemplated by Section 5.07 and shall, if requested by the Board, expressly acknowledge such liability in such agreements as may be entered into by such Member in connection with such transfer.
Section 8.05      Admissions, Withdrawals and Removals .
(a)      No Member will be removed or entitled to withdraw from being a Member of the Company except in accordance with Section 8.07 .
(b)      Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Member will cause the commencement of winding up or the dissolution of the Company. To the fullest extent permitted by Law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Section 8.06      Admission of Assignees as Substitute Members . An Assignee will become a substitute Member only if and when each of the following conditions is satisfied:
(a)      the Board consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the Board, in each case in the Board’s sole discretion;
(b)      if required by the Board, the Board receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Member) that are in a form satisfactory to the Board (as determined in its sole discretion);
(c)      if required by the Board, the Board receives an opinion of counsel satisfactory to the Board to the effect that such Transfer is in compliance with this Agreement and all applicable Law; and
(d)      if required by the Board, the parties to the Transfer, or any one of them, pays all of the Company’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Company).
Section 8.07      Withdrawal and Removal of Members .
(a)      If a Member ceases to hold any Units, then such Member shall cease to be a Member and to have the power to exercise any rights or powers of a Member.
(b)      Unless otherwise determined by the Board in its sole and absolute discretion, notwithstanding the provisions of section 24(2) of the Act, a Person shall not cease to be a Member by reason of (i) the commencement and continuation for more than 120 days of any proceedings against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any law, or (ii) the appointment without such Member’s consent or acquiescence of a trustee, receiver or liquidator of the Member or of all or any substantial part of such Member’s properties, which appointment has not been vacated within 90 days after the later of (x) such appointment or (y) the expiration of any stay entered within 90 days after such appointment.
ARTICLE IX     
DISSOLUTION, LIQUIDATION AND TERMINATION
Section 9.01      No Dissolution . Except as required by the Act, the Company shall not commence winding up nor be dissolved by the admission of additional Members or withdrawal of Members in accordance with the terms of this Agreement. The Company may be wound up, liquidated, dissolved and terminated only pursuant to the provisions of this Article IX , and the Members hereby irrevocably waive any and all other rights they may have to cause a winding up and/or dissolution of the Company or a sale or partition of any or all of the Company assets.
Section 9.02      Events Causing Winding Up . The Company shall be wound up upon the occurrence of any of the following events (each, a “ Dissolution Event ”):
(a)      any event which makes it unlawful for the business of the Company to be carried on by the Members;
(b)      the written consent of the Board and holders of a majority of Voting Shares;
(c)      any other event expressly set out in the Act not inconsistent with any provision hereof requiring the Company to be wound up and dissolved;
(d)      if there are no remaining Managers; provided that the Company will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(d) if holders of a majority of Voting Shares consent to or ratify the continuation of the business of the Company and the appointment of at least one Manager within 90 days following the occurrence of any such event.
Section 9.03      Distribution upon Winding Up . Upon the commencement of the winding up of the Company, the Board, or any other Person designated by the Board (the “ Liquidation Agent ”), shall take full account of the assets and liabilities of the Company and shall, unless the Board determines otherwise, liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof and otherwise in accordance with the Act (to the extent applicable) and this Agreement. The proceeds of any liquidation shall be applied and distributed in the following order:
(a)      First, to the satisfaction of debts and liabilities of the Company (including satisfaction of all indebtedness to Members and/or their Affiliates to the extent otherwise permitted by Law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Company (“ Contingencies ”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03 ;
(b)      Second, to the holders of the Series A Preferred Mirror Units and the holders of the Series B Preferred Mirror Units, as provided in Article XI and Article XII , respectively; and
(c)      The balance, if any, to the Members, pro rata to each of the Members in accordance with their Percentage Interests.
Section 9.04      Time for Liquidation . A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.
Section 9.05      Termination . The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the holders of Units in the manner provided for in this Article IX .
Section 9.06      Claims of the Members . The Members shall look solely to the Company’s assets for the return of their Capital Contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such Capital Contributions, the Members shall have no recourse against the Company or any other Member or any other Person. No Member with a negative balance in such Member’s Capital Account shall have any obligation to the Company or to the other Members or to any creditor or other Person to restore such negative balance during the existence of the Company, upon dissolution or termination of the Company or otherwise, except to the extent required by the Act.
Section 9.07      Survival of Certain Provisions . Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.02 and Section 13.09 shall survive the termination of the Company.
ARTICLE X     
LIABILITY AND INDEMNIFICATION
Section 10.01      Liability of Members .
(a)      No Member shall be liable for any debt, obligation or liability of the Company or of any other Member or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Member of the Company, except to the extent required by the Act.
(b)      This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Members hereto or on their respective Affiliates. Further, the Members hereby waive any and all fiduciary duties that, absent such waiver, may exist at or be implied by Law or in equity, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Company are only as expressly set forth in this Agreement and those required by the Act.
(c)      Subject to the Act, to the extent that, at law or in equity, any Member has duties (including fiduciary duties) and liabilities relating thereto to the Company or to another Member, the Members acting under this Agreement will not be liable to the Company or to any such other Member for their good faith reliance on the provisions of this Agreement. Subject to the Act, the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Member otherwise existing at law or in equity, are agreed by the Members to replace to that extent such other duties and liabilities of the Members relating thereto.
(d)      The Board may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the Board on behalf of the Company or in furtherance of the interests of the Company in good faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will be full justification for any such act or omission, and the Board will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.
Section 10.02      Indemnification .
(a)      Each Manager (including any former Manager), the Applicable Tax Representative, and each Member (including any former Member), in his capacity, as such, and to the extent such Member participates, directly or indirectly, in the Company’s activities (each, a “ Covered Person ” and collectively, the “ Covered Persons ”) shall not be liable to the Company or, to the extent applicable, to any of the other Members for any loss, claim, damage or liability occasioned by any acts or omissions in the performance of its services hereunder, unless it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “ Final Adjudication ”) that such loss, claim, damage or liability is due to an act or omission of a Covered Person (i) made in bad faith or with criminal intent or (ii) that adversely affected the Company and that failed to satisfy the duty of care owed pursuant to the Company or as otherwise required by Law.
(b)      A Covered Person shall be indemnified to the fullest extent permitted by Law by the Company against any losses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) incurred by or imposed upon him by reason of or in connection with any action taken or omitted by such Covered Person arising out of the Covered Person’s status as a Member or its activities on behalf of the Company, including in connection with any action, suit, investigation or proceeding before any judicial, administrative, regulatory or legislative body or agency to which it may be made a party or otherwise involved or with which it shall be threatened by reason of being or having been the Board or by reason of serving or having served as a director, officer, consultant, advisor, manager, member, partner, employee or stockholder of any enterprise in which the Company or any of its Affiliates has or had a financial interest; provided that the Company may, but shall not be required to, indemnify a Covered Person with respect to any matter as to which there has been a Final Adjudication that its acts or its failure to act (i) were in bad faith or with criminal intent, or (ii) were of a nature that makes indemnification by the relevant Affiliate unavailable. The right to indemnification granted by this Section 10.02 shall be in addition to any rights to which a Covered Person may otherwise be entitled and shall inure to the benefit of the successors by operation of law or valid assigns of such Covered Person. The Company shall pay the expenses incurred by a Covered Person in defending a civil or criminal action, suit, investigation or proceeding in advance of the final disposition of such action, suit, investigation or proceeding, upon receipt of an undertaking by the Covered Person to repay such payment if there shall be a Final Adjudication that it is not entitled to indemnification as provided herein. In any suit brought by the Covered Person to enforce a right to indemnification hereunder it shall be a defense that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 , and in any suit in the name of the Company to recover expenses advanced pursuant to the terms of an undertaking the Company shall be entitled to recover such expenses upon Final Adjudication that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 . In any such suit brought to enforce a right to indemnification or to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to an advancement of expenses, shall be on the Company (or any Member acting derivatively or otherwise on behalf of the Company or the Members). The Board may not satisfy any right of indemnity or reimbursement granted in this Section 10.02 or to which it may be otherwise entitled except out of the assets of the Company (including, without limitation, insurance proceeds and rights pursuant to indemnification agreements), and no Member shall be personally liable with respect to any such claim for indemnity or reimbursement. The Board may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 and obtain appropriate insurance coverage on behalf and at the expense of the Company to secure the Company’s indemnification obligations hereunder and may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 . Each Covered Person shall be deemed a third party beneficiary (to the extent not a direct party hereto) to this Agreement and, in particular, the provisions of this Section 10.02 .
(c)      To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Members, the Covered Person shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. Subject to the Act, the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of each such Covered Person.
ARTICLE XI     
TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS
Section 11.01      Designation . The Series A Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series A Preferred Mirror Unit shall be identical in all respects to every other Series A Preferred Mirror Unit. The Series A Preferred Mirror Units are not “Voting Shares” for purposes of this Agreement. As of any date of determination, the Percentage Interest as to any Series A Holder in its capacity as such with respect to Series A Preferred Mirror Units shall be 0% as such term applies to all Members; provided , however, that when such term is used to only apply to Series A Holders, “Percentage Interest” shall mean, with respect to any holder of Series A Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series A Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series A Preferred Mirror Units then outstanding as of such date. The Board may cause the Company to, from time to time, without notice to or consent of the Series A Holders or holders of other Parity Units, issue additional Series A Preferred Mirror Units.
Section 11.02      Distributions .
(a)      The Series A Holders shall be entitled to receive with respect to each Series A Preferred Mirror Unit owned by such holder, when, as and if declared by the Board, or a duly authorized committee thereof, in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the Board has declared a distribution, if any, at a rate per annum equal to the Series A Distribution Rate (subject to Section 11.05 of this Agreement) of the Series A Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series A Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the Company’s register at the close of business, New York City time, on a Series A Record Date, provided that if the Series A Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the Company’s register at the close of business, New York City time, on the Business Day immediately preceding such Series A Record Date.
(b)      So long as any Series A Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series A Mirror Interests or (ii) the Series A Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Company on any Junior Units and (ii) the Company may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Company in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series A Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units.
(c)      The Board may, in its sole discretion, choose to pay distributions on the Series A Preferred Mirror Units without the payment of any distributions on any Junior Units.
(d)      When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series A Preferred Mirror Units or any Parity Units, all distributions declared upon the Series A Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series A Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.
(e)      No distributions may be declared or paid or set apart for payment on any Series A Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units, subject to any applicable terms of such outstanding Units.
(f)      Series A Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.
(g)      The Company and the Series A Holders intend that no portion of the distributions paid to the Series A Holders pursuant to this Section 11.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Company and the Series A Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.
Section 11.03      Rank . The Series A Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:
(a)      junior to all of the Company’s existing and future indebtedness and any equity securities, including Preferred Units, that the Company may authorize or issue, the terms of which provide that such securities shall rank senior to the Series A Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;
(b)      equally to any Parity Units; and
(c)      senior to any Junior Units.
Section 11.04      Redemption .
(a)      Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Company may, in the Board’s sole discretion, redeem the Series A Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series A Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.
(b)      If the Issuer redeems its Series A Preferred Shares pursuant to a Change of Control Event or a Series A Tax Redemption Event, then the Company may, in the Board’s sole discretion, redeem the Series A Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series A Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series A Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series A Holders thereof shall cease other than the right to receive the redemption price, without interest.
(c)      Without limiting clause (b) of this Section 11.04 , if the Company shall deposit on or prior to any date fixed for redemption of Series A Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the Board or the Company, a fund sufficient to redeem the Series A Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Series A Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series A Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series A Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series A Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series A Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the Board or the Company, on the redemption date or such earlier date as the Board may determine, payment of the redemption price of such Series A Preferred Mirror Units without interest.
(d)      The Series A Holders shall have no right to require redemption of any Series A Preferred Mirror Units.
Section 11.05      Series A Distribution Rate . If the distribution rate per annum on the Series A Preferred Shares issued by the Issuer shall increase pursuant to Section 13.5 of the Issuer LLC Agreement, then the Series A Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIII of the Issuer LLC Agreement.
Section 11.06      Allocations . Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series A Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series A Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series A Holders pursuant to this Section 11.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series A Holders pursuant to the prior sentence and to the Series B Holders pursuant to Section 12.06 , Gross Ordinary Income shall be allocated to the Series A Holders and Series B Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series A Preferred Shares and Series B Preferred Shares respectively in such Fiscal Year.
Section 11.07      Voting . Notwithstanding any provision in this Agreement or the Act to the contrary, the Series A Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Company action or inaction.
Section 11.08      Liquidation Rights .
(a)      Upon any Dissolution Event, after payment or provision for the liabilities of the Company (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Section 9.03 , the Series A Holders shall be entitled to receive out of the assets of the Company or proceeds thereof available for distribution to Members, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 11.08(a) .
(b)      Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Company.
(c)      If the assets of the Company available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Member is entitled pursuant to this Section 11.08 .
(d)      Nothing in this Section 11.08 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.
(e)      For the purposes of this Section 11.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series A Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series A Dissolution Exception ”).
(f)      In the event that any member of the Apollo Operating Group liquidates, dissolves or winds up, including a Dissolution Event, the Company shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series A Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series A Dissolution Exception or (ii) an event where the Issuer’s Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.
Section 11.09      No Duties to Series A Holders . Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the Board nor any other Covered Person shall have any duties or liabilities to the Series A Holders.
Section 11.10      Coordination Among Apollo Operating Group . To facilitate compliance with the limitations set forth in Sections 11.02(b) and 11.08(f) above, the Board shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the Board and such other general partners collectively shall determine from time to time.
Section 11.11      Amendments and Waivers . Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XI may be amended, supplemented, waived or modified by the action of the Board without the consent of any Member.
Section 11.12      Expenses . It is the intent of the Issuer, the Company and the other members of the Apollo Operating Group that the offering of the Series A Preferred Shares by the Issuer is for the benefit of the Company and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series A Preferred Shares by the Issuer (the “ Series A Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series A Preferred Shares to APO Asset Co., LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC), LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Company and the other members of the Apollo Operating Group in exchange for Series A Preferred Mirror Units issued by the Company and the other members of the Apollo Operating Group, and (ii) the Company and the other members of the Apollo Operating Group will be deemed to have paid the Series A Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.
ARTICLE XII     
TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS
Section 12.01      Designation . The Series B Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series B Preferred Mirror Unit shall be identical in all respects to every other Series B Preferred Mirror Unit. The Series B Preferred Mirror Units are not “Voting Shares” for purposes of this Agreement. As of any date of determination, the Percentage Interest as to any Series B Holder in its capacity as such with respect to Series B Preferred Mirror Units shall be 0% as such term applies to all Members; provided , however, that when such term is used to only apply to Series B Holders, “Percentage Interest” shall mean, with respect to any holder of Series B Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series B Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series B Preferred Mirror Units then outstanding as of such date. The Board may cause the Company to, from time to time, without notice to or consent of the Series B Holders or holders of other Parity Units, issue additional Series B Preferred Mirror Units.
Section 12.02      Distributions .
(a)      The Series B Holders shall be entitled to receive with respect to each Series B Preferred Mirror Unit owned by such holder, when, as and if declared by the Board, or a duly authorized committee thereof, in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the Board has declared a distribution, if any, at a rate per annum equal to the Series B Distribution Rate (subject to Section 12.05 of this Agreement) of the Series B Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series B Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the Company’s register at the close of business, New York City time, on a Series B Record Date, provided that if the Series B Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the Company’s register at the close of business, New York City time, on the Business Day immediately preceding such Series B Record Date.
(b)      So long as any Series B Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series B Mirror Interests or (ii) the Series B Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Company on any Junior Units and (ii) the Company may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Company in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan (or any successor or similar plan) in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series B Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units or with proceeds from the substantially concurrent sale of Junior Units.
(c)      The Board may, in its sole discretion, choose to pay distributions on the Series B Preferred Mirror Units without the payment of any distributions on any Junior Units.
(d)      When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series B Preferred Mirror Units or any Parity Units, all distributions declared upon the Series B Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series B Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.
(e)      No distributions may be declared or paid or set apart for payment on any Series B Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units, subject to any applicable terms of such outstanding Units.
(f)      Series B Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.
(g)      The Company and the Series B Holders intend that no portion of the distributions paid to the Series B Holders pursuant to this Section 12.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Company and the Series B Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.
Section 12.03      Rank . The Series B Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:
(a)      junior to all of the Company’s existing and future indebtedness and any equity securities, including Preferred Units, that the Company may authorize or issue, the terms of which provide that such securities shall rank senior to the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;
(b)      equally to any Parity Units; and
(c)      senior to any Junior Units.
Section 12.04      Redemption .
(a)      Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Company may, in the Board’s sole discretion, redeem the Series B Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series B Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.
(b)      If the Issuer redeems its Series B Preferred Shares pursuant to a Change of Control Event or a Series B Tax Redemption Event, then the Company may, in the Board’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. If the Issuer redeems its Series B Preferred Shares pursuant to a Rating Agency Redemption Event, then the Company may, in the Board’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.50 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series B Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series B Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series B Holders thereof shall cease other than the right to receive the redemption price, without interest.
(c)      Without limiting clause (b) of this Section 12.04 , if the Company shall deposit on or prior to any date fixed for redemption of Series B Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the Board or the Company, a fund sufficient to redeem the Series B Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Series B Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series B Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series B Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series B Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series B Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the Board or the Company, on the redemption date or such earlier date as the Board may determine, payment of the redemption price of such Series B Preferred Mirror Units without interest.
(d)      The Series B Holders shall have no right to require redemption of any Series B Preferred Mirror Units.
Section 12.05      Series B Distribution Rate . If the distribution rate per annum on the Series B Preferred Shares issued by the Issuer shall increase pursuant to Section 14.5 of the Issuer LLC Agreement, then the Series B Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIV of the Issuer LLC Agreement.
Section 12.06      Allocations . Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series B Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series B Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series B Holders pursuant to this Section 12.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series B Holders pursuant to the prior sentence and to the Series A Holders pursuant to Section 11.06 , Gross Ordinary Income shall be allocated to the Series B Holders and Series A Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series B Preferred Shares and Series A Preferred Shares respectively in such Fiscal Year.
Section 12.07      Voting . Notwithstanding any provision in this Agreement or the Act to the contrary, the Series B Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series B Holders shall not be required for the taking of any Company action or inaction.
Section 12.08      Liquidation Rights .
(a)      Upon any Dissolution Event, after payment or provision for the liabilities of the Company (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series B Preferred Mirror Units in accordance with Section 9.03 , the Series B Holders shall be entitled to receive out of the assets of the Company or proceeds thereof available for distribution to Members, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series B Holder is entitled pursuant to this Section 12.08(a) .
(b)      Upon a Dissolution Event, after each Series B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs), such Series B Holder shall not be entitled to any further participation in any distribution of assets by the Company.
(c)      If the assets of the Company available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series B Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Member is entitled pursuant to this Section 12.08 .
(d)      Nothing in this Section 12.08 shall be understood to entitle the Series B Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.
(e)      For the purposes of this Section 12.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series B Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series B Dissolution Exception ”).
(f)      In the event that any member of the Apollo Operating Group liquidates, dissolves or winds up, including a Dissolution Event, the Company shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series B Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series B Dissolution Exception or (ii) an event where the Issuer’s Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.
Section 12.09      No Duties to Series B Holders . Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the Board nor any other Covered Person shall have any duties or liabilities to the Series B Holders.
Section 12.10      Coordination Among Apollo Operating Group . To facilitate compliance with the limitations set forth in Sections 12.02(b) and 12.08(f) above, the Board shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the Board and such other general partners collectively shall determine from time to time.
Section 12.11      Amendments and Waivers . Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XII may be amended, supplemented, waived or modified by the action of the Board without the consent of any Member.
Section 12.12      Expenses . It is the intent of the Issuer, the Company and the other members of the Apollo Operating Group that the offering of the Series B Preferred Shares by the Issuer is for the benefit of the Company and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series B Preferred Shares by the Issuer (the “ Series B Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series B Preferred Shares to APO Asset Co., LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC), LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Company and the other members of the Apollo Operating Group in exchange for Series B Preferred Mirror Units issued by the Company and the other members of the Apollo Operating Group, and (ii) the Company and the other members of the Apollo Operating Group will be deemed to have paid the Series B Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.
ARTICLE XIII     
MISCELLANEOUS
Section 13.01      Severability . If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Section 13.02      Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13.02 ):
(a)      If to the Company, to:
Apollo Principal Holdings XI, LLC
9 West 57th St., 43rd Floor
New York, NY 10019
United States of America
(b)      If to any Member, to:
Apollo Principal Holdings XI, LLC
9 West 57th St., 43rd Floor
New York, NY 10019
United States of America
(c)      If to the Board, to:
Apollo Principal Holdings XI, LLC
9 West 57th St., 43rd Floor
New York, NY 10019
United States of America
Section 13.03      Cumulative Remedies . The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by Law.
Section 13.04      Binding Effect . This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.
Section 13.05      Interpretation . Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding provisions of this Agreement.
Section 13.06      Counterparts . This Agreement may be executed and delivered (including by facsimile transmission or other electronic means) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 13.06 .
Section 13.07      Further Assurances . Each Member shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement.
Section 13.08      Entire Agreement .
(a)      This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.
(b)      For the avoidance of doubt, each of the Members that serve as a senior managing director of any of the Apollo Operating Group entities or their Subsidiaries may from time to time enter into agreements with the Company in respect of the terms of such service.
Section 13.09      Governing Law . This Agreement shall be governed by and construed in accordance with the laws of Anguilla. To the fullest extent permitted by applicable law, the Board and each Member hereby agree that any claim, action or proceeding by any Member seeking any relief whatsoever based on, arising out of or in connection with, this Agreement or the Company’s business or affairs shall be brought only in the courts of Anguilla. EACH MEMBER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 13.10      Expenses . Except as otherwise specified in this Agreement, the Company shall be responsible for all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.
Section 13.11      Amendments and Waivers .
(a)      This Agreement (including any Annexes hereto) may be amended, supplemented, waived or modified by the written consent of holders of a majority of Voting Shares; provided that any amendment that would have a material adverse effect on the rights or preferences of any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Percentage Interests of the Class affected; provided further , that the Board may, without the written consent of any Member or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the Board determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Company; (ii) the admission, substitution, withdrawal or removal of Members in accordance with this Agreement; (iii) a change in the name of the Company, the location of the principal place of business of the Company, the registered agent of the Company or the registered office of the Company; (iv) any amendment, supplement, waiver or modification that the Board determines in its sole discretion to be necessary or appropriate to address changes in United States federal income tax regulations, legislation or interpretation; and (v) a change in the Fiscal Year or taxable year of the Company and any other changes that the Board determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Company including a change in the dates on which distributions are to be made by the Company.
(b)      No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.
(c)      The Board may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(1) (or any similar provision) under which the fair market value of a limited liability company interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Company and each of its Members to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election) with respect to all limited liability company interests transferred in connection with the performance of services while the election remains effective, and (iii) any other related amendments.
(d)      Except as may be otherwise required by Law in connection with the winding-up, liquidation, or dissolution of the Company, each Member hereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Company’s property.
(e)      Upon obtaining such approvals required by this Agreement and without further action or execution by any other Person, including any Member, (i) any amendment to this Agreement may be implemented and reflected in a writing executed solely by the Board, and (ii) the Members shall be deemed a party to and bound by such amendment of this Agreement.
Section 13.12      No Third Party Beneficiaries .
(a)      Subject to Section 13.12(b) , this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.02 ).
(b)      Any Covered Person not being a party to this Agreement, may enforce any rights granted to it pursuant to this Agreement in its own right as if it was a party to this Agreement.
(c)      Notwithstanding any term of this Agreement, the consent of or notice to any Person who is not a party to this Agreement shall not be required for any termination, rescission or agreement to any variation, waiver, assignment, novation, release or settlement under this Agreement at any time.
Section 13.13      Headings . The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.
Section 13.14      Construction . Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extent permitted by Law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should be interpreted most strongly against the party who drafted such language.
Section 13.15      Power of Attorney . Each Member, by its execution hereof, hereby irrevocably makes, constitutes and appoints the Board as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) the original certificate of registration of the Company and all amendments thereto required or permitted by Law or the provisions of this Agreement; (c) all certificates and other instruments (including consents and ratifications which the Members have agreed to provide upon a matter receiving the agreed support of Members) deemed advisable by the Board to carry out the provisions of this Agreement (including the provisions of Section 8.04 ) and Law or to permit the Company to become or to continue as a limited liability company in each jurisdiction where the Company may be doing business; (d) all instruments that the Board deems appropriate to reflect a change or modification of this Agreement or the Company in accordance with this Agreement, including, without limitation, the admission of additional Members or substituted Members pursuant to the provisions of this Agreement; (e) all conveyances and other instruments or papers deemed advisable by the Board to effect the liquidation and termination of the Company; and (f) all fictitious or assumed name certificates required or permitted (in light of the Company’s activities) to be filed on behalf of the Company.
Section 13.16      Letter Agreements; Schedules . Notwithstanding the provisions of this Agreement, including Section 13.11 , it is hereby acknowledged and agreed that the Board on its own behalf or on behalf of the Company without the approval of any Member or any other Person may enter into a side letter or similar agreement to or with a Member which has the effect of establishing rights under, or altering or supplementing the terms of, this Agreement. The parties hereto agree that any terms contained in a side letter or similar agreement to or with a Member shall govern with respect to such Member notwithstanding the provisions of this Agreement. The Board may from time to time execute and deliver to the Members schedules which set forth information contained in the books and records of the Company and any other matters deemed appropriate by the Board. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.
Section 13.17      Partnership Status . Except and until such time as the parties determine otherwise, the parties intend to treat the Company as a partnership for United States federal, state and local income tax purposes. Except as otherwise notified in writing by the parties, the Board hereby agrees to take all reasonable actions (or, if applicable, refrain from taking any action) as may be reasonably required in order for the Company to be treated as a partnership for United States federal, state and local income tax purposes.
[Signature Page Follows]



IN WITNESS WHEREOF , the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the date first above written.

Members:
APO UK (FC), LIMITED


By:     /s/ Shari L. Verschell     
    Name: Shari L. Verschell
    Title: Director
APOLLO PRINCIPAL HOLDINGS X GP, LTD.


By:     /s/ John J. Suydam     
    Name: John J. Suydam
    Title: Vice President
AP PROFESSIONAL HOLDINGS, L.P.

By:    BRH Holdings GP, Ltd.,
     its general partner
By:
/s/ John J. Suydam     
Name: John J. Suydam
Title: Vice President


Annex A

Apollo Principal Holdings I, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings II, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings III, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings IV, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings V, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VI, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VII, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VIII, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings IX, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings X, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings XI, LLC and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings XII, L.P. and each of its affiliated carry and co-invest vehicles;
AMH Holdings (Cayman), L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Management Holdings, L.P. and each of its affiliated carry and co-invest vehicles




Doc#: US1:11725516v6
Exhibit 10.21

EXECUTION VERSION


THIRD AMENDED AND RESTATED
EXEMPTED LIMITED PARTNERSHIP AGREEMENT
OF
APOLLO PRINCIPAL HOLDINGS XII, L.P.
Dated March 19, 2018

THE PARTNERSHIP UNITS OF APOLLO PRINCIPAL HOLDINGS XII, L.P. HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.



TABLE OF CONTENTS
Page
Article I DEFINITIONS 2
Definitions
2
Article II FORMATION, TERM, PURPOSE AND POWERS 12
Formation
12
Name
12
Term
12
Offices
12
Agent for Service of Process
12
Business Purpose
12
Powers of the General Partner
12
Partners; Admission of New Partners
13
Withdrawal
13
Article III MANAGEMENT 13
General Partner
13
Compensation
14
Expenses
14
Authority of Partners
14
Action by Written Consent or Ratification
14
Article IV DISTRIBUTIONS 14
Distributions
14
Liquidation Distribution
16
Limitations on Distribution
16
Distributions on Series A Preferred Mirror Units
16
Distributions on Series B Preferred Mirror Units
16
Article V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS 16
Initial Capital Contributions
16
No Additional Capital Contributions
16
Capital Accounts
16
Allocations of Profits and Losses
17
Special Allocations
17
Tax Allocations
18
Tax Advances
19
Tax Matters
19
Other Allocation Provisions
20
Article VI BOOKS AND RECORDS; REPORTS 20
Books and Records
20
Article VII PARTNERSHIP UNITS 21
Units
21
Register
21
Registered Partners
21
Article VIII FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS 21
Limited Partner Transfers
21
Encumbrances
22
Further Restrictions
22
Rights of Assignees
23
Admissions, Withdrawals and Removals
23
Admission of Assignees as Substitute Limited Partners
24
Withdrawal and Removal of Limited Partners
24
Article IX DISSOLUTION, LIQUIDATION AND TERMINATION 24
No Dissolution
24
Events Causing Winding Up
24
Distribution upon Winding Up
25
Time for Liquidation
25
Termination
25
Claims of the Partners
26
Survival of Certain Provisions
26
Article X LIABILITY AND INDEMNIFICATION 26
Liability of Partners
26
Indemnification
27
Article XI TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS 28
Designation
28
Distributions
28
Rank
30
Redemption
30
Series A Distribution Rate
31
Allocations
31
Voting
31
Liquidation Rights
31
No Duties to Series A Holders
33
Coordination Among Apollo Operating Group
33
Amendments and Waivers
33
Expenses
33
Article XII TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS 34
Designation
34
Distributions
34
Rank
35
Redemption
36
Series B Distribution Rate
37
Allocations
37
Voting
37
Liquidation Rights
37
No Duties to Series B Holders
39
Coordination Among Apollo Operating Group
39
Amendments and Waivers
39
Expenses
39
Article XIII MISCELLANEOUS 39
Severability
39
Notices
40
Cumulative Remedies
40
Binding Effect
40
Interpretation
40
Counterparts
41
Further Assurances
41
Entire Agreement
41
Governing Law
41
Expenses
41
Amendments and Waivers
41
No Third Party Beneficiaries
42
Headings
43
Construction
43
Power of Attorney
43
Letter Agreements; Schedules
44
Partnership Status
44

THIRD AMENDED AND RESTATED
EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF
APOLLO PRINCIPAL HOLDINGS XII, L.P.
This THIRD AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT of Apollo Principal Holdings XII, L.P. (the “ Partnership ”) is made on the 19th day of March, 2018, by and among Apollo Principal Holdings XII GP, LLC, a limited liability company formed under the laws of the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.
WHEREAS, the Partnership was formed as an exempted limited partnership pursuant to the Act (as defined herein) on the execution of the initial Limited Partnership Agreement of the Partnership on December 29, 2016 (the “ Original Agreement ”) by Apollo Principal Holdings XII GP, LLC, as general partner, and Walkers Nominees Limited (the “ Initial Limited Partner ”);
WHEREAS, the Partnership was registered as an exempted limited partnership under the laws of the Cayman Islands as evidenced by the certificate of registration (the “ Certificate ”) dated December 29, 2016;
WHEREAS, on February 27, 2017, the Original Agreement was amended and restated (the “ Amended Agreement ”);
WHEREAS, on March 7, 2017, the Amended Agreement was further amended and restated (the “ Second Amended Agreement ”) to effect, among other things, (i) the admission of the Limited Partners to the Partnership, each as a limited partner of the Partnership, (ii) the withdrawal of the Initial Limited Partner from the Partnership and (iii) the designation of the Series A Preferred Mirror Units;
WHEREAS, Section 7.01 of the Second Amended Agreement provides that the General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other classes, and one or more series of any such class, of units into which the interests of the Partnership may be classified or divided, with such designations, preferences, rights, powers and duties (which may be senior to then-existing classes of interests in the Partnership) as shall be determined by the General Partner;
WHEREAS, Section 12.11 of the Second Amended Agreement provides that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect, among other things, any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; and
WHEREAS, pursuant to the aforementioned sections of the Second Amended Agreement, the General Partner desires to establish a new class of interest in the Partnership to be named Series B Preferred Mirror Units, with such designations, preferences, rights, powers and duties as are set forth herein, and, in connection therewith, desires to further amend and restate the Second Amended Agreement as set forth herein (as so further amended and restated, this “ Agreement ”).
NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree as follows:
Article I

DEFINITIONS
Section 1.01.      Definitions . Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):
“ Act ” means the Exempted Limited Partnership Law (as amended) of the Cayman Islands.
“ Additional Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Adjusted Capital Account Balance ” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(c)(4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), and any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
“ Affiliate ” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.
“ Agreement ” has the meaning set forth in the recitals.
“ Amended Agreement ” has the meaning set forth in the recitals.
“ Amended Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ AOG Series A Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series A Preferred Mirror Units.
“ AOG Series B Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series B Preferred Mirror Units.
“ AP Professional ” means AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership.
“ APO Corp. ” means APO Corp., a Delaware corporation.
“ APO (FC III) LLC ” means APO (FC III), LLC, a Cayman Islands limited liability company.
“ Apollo Operating Group ” means each of the Partnership, Apollo Principal Holdings I, L.P., a Delaware limited partnership, Apollo Principal Holdings II, L.P., a Delaware limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Delaware limited partnership, Apollo Principal Holdings VI, L.P., a Delaware limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, Apollo Management Holdings, L.P., a Delaware limited partnership, and any successors thereto or other entities formed to serve as holding vehicles for the Issuer’s carry vehicles, management companies or other entities formed to engage in the asset management business (including alternative asset management), as set forth on Annex A , as amended from time to time.
“ Assignee ” has the meaning set forth in Section 8.04 .
“ Assumed Tax Rate ” means the highest effective marginal combined United States federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductibility of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for United States federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.
“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.
“ Capital Account ” means the separate capital account maintained for each Partner in accordance with Section 5.03 .
“ Capital Contribution ” means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), net of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to the Partnership pursuant to Article V .
“ Carrying Value ” means, with respect to any Partnership asset, the asset’s adjusted basis for United States federal income tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of (a) the date of the acquisition of any additional Partnership interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership interest is relinquished to the Partnership; (d) any other date specified in the Treasury Regulations or (e) any other date specified by the General Partner; provided , however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for United States federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.
“ Certificate ” has the meaning set forth in the recitals.
“ Change of Control Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Class ” means the classes of Units into which the interests in the Partnership may be classified or divided from time to time pursuant to the provisions of this Agreement.
“ Class A Shares ” means the Class A Common Shares of the Issuer representing Class A limited liability company interests of the Issuer.
“ Class A Units ” means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.
“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time.
“ Common Units ” means the Class A Units.
“ Contingencies ” has the meaning set forth in Section 9.03(a) .
“ Control ” (including the terms “ Controlled by ” and “ under common Control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.
“ Covered Person ” and “ Covered Persons ” have the meanings set forth in Section 10.02(a) .
“ Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Creditable Foreign Tax ” means a non-United States tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A non-United States tax is a Creditable Foreign Tax for these purposes without regard to whether a partner receiving an allocation of such non-United States tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “Creditable Foreign Tax” in Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.
“ Disabling Event ” means the General Partner ceasing to be the general partner of the Partnership for any of the reasons set out under the Act.
“ Dissolution Event ” has the meaning set forth in Section 9.02 .
“ Distributable Cash ” means cash received by the Partnership from dividends and distributions or other income, other than cash reserves to account for reasonably anticipated expenses and other liabilities, including, without limitation, tax liabilities, as the General Partner may determine to be appropriate.
“ Distribution Payment Date ” means March 15, June 15, September 15 and December 15 of each year, commencing (a) with respect to the Series A Preferred Mirror Units, on June 15, 2017 and (b) with respect to the Series B Preferred Mirror Units, on June 15, 2018.
“ Distribution Period ” means the period from and including a Distribution Payment Date to, but excluding, the next Distribution Payment Date, except that (a) the initial Distribution Period with respect to the Series A Preferred Mirror Units commenced on and included March 7, 2017 and (b) the initial Distribution Period with respect to the Series B Preferred Mirror Units commences on and includes March 19, 2018.
“ Encumbrance ” means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever.
“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended.
“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“ Exchange Agreement ” means the Fifth Amended and Restated Exchange Agreement dated as of April 28, 2017 among the Issuer, the Apollo Operating Group, and the limited partners of the Apollo Operating Group entities from time to time, as amended from time to time.
“ Exchange Transaction ” means an exchange of Class A Units for Class A Shares pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Class A Units to the Issuer, the Partnership or any of their Subsidiaries for other consideration.
“ Final Adjudication ” has the meaning set forth in Section 10.02(a).
“ Final Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Fiscal Year ” means (i) the period commencing upon the formation of the Partnership and ending on December 31, 2016 or (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31.
“ Fund ” means any pooled investment vehicle or similar entity sponsored or managed, directly or indirectly, by the Issuer or any of its Subsidiaries.
“ General Partner ” means Apollo Principal Holdings XII GP, LLC, a limited liability company formed under the laws of the Cayman Islands or any successor general partner admitted to the Partnership in accordance with the terms of this Agreement, each in its capacity as general partner of the Partnership.
“ Gross Ordinary Income ” means the Partnership’s gross income excluding any gross income attributable to the sale or exchange of “capital assets” as defined in Section 1221 of the Code. Allocations to Series A Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series A Preferred Mirror Units. Allocations to Series B Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series B Preferred Mirror Units.
“ Initial Limited Partner ” has the meaning set forth in the recitals.
“ Issuer ” means Apollo Global Management, LLC, a limited liability company formed under the laws of the State of Delaware, or any successor thereto.
“ Issuer LLC Agreement ” means the Third Amended and Restated Limited Liability Company Agreement of the Issuer dated as of the date hereof.
“ Junior Units ” means Common Units and any other equity securities that the Partnership may issue in the future ranking, as to the payment of distributions, junior to the Series A Preferred Mirror Units and the Series B Preferred Mirror Units.
“ Law ” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Partnership or any Partner, as the case may be.
“ Limited Partner ” means each of the Persons from time to time listed as a limited partner in the books and records of the Partnership, each in their capacity as a limited partner of the Partnership.
“ Liquidation Agent ” has the meaning set forth in Section 9.03 .
“ Liquidation Preference ” means, in respect of any Preferred Units, the “Liquidation Preference” per Preferred Unit specified for such Preferred Units.
“ Net Taxable Income ” has the meaning set forth in Section 4.01(b)(i) .
“ Nonrecourse Deductions ” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a Fiscal Year equals the net increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that Fiscal Year, determined according to the provisions of Treasury Regulations Section 1.704-2(c).
“ Original Agreement ” has the meaning set forth in the recitals.
“ Parity Units ” means any Partnership securities, including Preferred Units, that the Partnership has authorized or issued or may authorize or issue, the terms of which provide that such securities shall rank equally with the Series A Preferred Mirror Units and the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event. For purposes of this definition, the Series A Preferred Mirror Units shall be treated as Parity Units with respect to the Series B Preferred Mirror Units and the Series B Preferred Mirror Units shall be treated as Parity Units with respect to the Series A Preferred Mirror Units.
“ Partner Nonrecourse Debt Minimum Gain ” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3).
“ Partner Nonrecourse Deductions ” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2).
“ Partners ” means, at any time, each person listed as a partner (including the General Partner) on the books and records of the Partnership, in each case for so long as he, she or it remains a partner of the Partnership as provided hereunder.
“ Partnership ” has the meaning set forth in the recitals.
“ Partnership Minimum Gain ” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).
“ Partnership Representative ” means the “partnership representative” as defined in Section 6223 of the Code after amendment by P.L. 114-74.
“ Percentage Interest ” means, with respect to any Partner and subject to Section 11.01 and Section 12.01 , the quotient obtained by dividing the number of Units then owned by such Partner by the number of Units then owned by all Partners.
“ Permitted Jurisdiction ” means the United States or any state thereof, Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Gibraltar, Ireland, Italy, Luxembourg, the Netherlands, Switzerland, the United Kingdom or British Crown Dependencies, any other member country of the Organization for Economic Co-operation and Development, or any political subdivision of any of the foregoing.
“ Permitted Reorganization ” means the (i) voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership into another exempted limited partnership pursuant to provisions of this Agreement that allow the Partnership to convert, merge or convey its assets to another entity with or without General Partner approval, (ii) for purposes of Section 11.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series A Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series A Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval or (iii) for purposes of Section 12.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series B Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series B Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval.
“ Permitted Transfer ” means the sale, conveyance, exchange or transfer, for cash, shares of capital stock, securities or other consideration, of all or substantially all of the Partnership’s property or assets or the consolidation, merger or amalgamation of the Partnership with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into the Partnership.
“ Person ” means any individual, corporation, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.
“ Portfolio Company ” means any Person in which any Fund owns or has made, directly or indirectly, an investment.
“ Preferred Units ” means (i) the Series A Preferred Mirror Units, (ii) the Series B Preferred Mirror Units and (iii) any other Class of Units that entitles the Record Holders thereof to a preference or priority over the Record Holders of any other Class of Units in the right to share profits or losses or items thereof, the right to share in Partnership distributions or rights upon dissolution or liquidation of the Partnership.
“ Profits ” and “ Losses ” means, for each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for United States federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from United States federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the United States federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis; provided that if the United States federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses; and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.
“ Rating Agency Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Record Date ” means a date established by the General Partner in its sole discretion for determining the identity of Record Holders entitled to receive a distribution.
“ Record Holder ” or “ holder ” means, with respect to any Units, the Person in whose name such Units are registered on the books of the Partnership as of the opening of business on a particular Business Day.
“ Roll-up Agreements ” mean collectively, each Roll-up Agreement, by and among BRH Holdings, L.P., a Cayman Islands exempted limited partnership, AP Professional, the Issuer, APO Asset Co., LLC, a Delaware limited liability company, APO Corp., and an employee of the Issuer or one of its Subsidiaries, dated as of July 13, 2007, each as amended, restated, supplemented or otherwise modified from time to time.
“ SEC ” means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.
“ Second Amended Agreement ” has the meaning set forth in the recitals.
“ Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“ Series A Dissolution Exception ” has the meaning set forth in Section 11.08(e) .
“ Series A Distribution Rate ” means 6.375%.
“ Series A Holder ” means a holder of Series A Preferred Mirror Units.
“ Series A Liquidation Preference ” means $25.00 per Series A Preferred Mirror Unit. The Series A Liquidation Preference shall be the “ Liquidation Preference ” with respect to the Series A Preferred Mirror Units.
“ Series A Offering Expenses ” has the meaning set forth in Section 11.12 .
“ Series A Preferred Mirror Unit ” means a 6.375% Series A Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XI .
“ Series A Preferred Shares ” means the 6.375% Series A Preferred Shares of the Issuer.
“ Series A Record Date ” means, with respect to any Distribution Payment Date, the March 1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series A Record Dates shall apply regardless of whether a particular Series A Record Date is a Business Day. The Series A Record Dates shall constitute Record Dates with respect to the Series A Preferred Mirror Units for the purpose of distributions on the Series A Preferred Mirror Units.
“ Series A Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Series B Dissolution Exception ” has the meaning set forth in Section 12.08(e) .
“ Series B Distribution Rate ” means 6.375%.
“ Series B Holder ” means a holder of Series B Preferred Mirror Units.
“ Series B Liquidation Preference ” means $25.00 per Series B Preferred Mirror Unit. The Series B Liquidation Preference shall be the “Liquidation Preference” with respect to the Series B Preferred Mirror Units.
“ Series B Offering Expenses ” has the meaning set forth in Section 12.12 .
“ Series B Preferred Mirror Unit ” means a 6.375% Series B Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XII .
“ Series B Preferred Shares ” means the 6.375% Series B Preferred Shares of the Issuer.
“ Series B Record Date ” means, with respect to any Distribution Payment Date, the March 1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series B Record Dates shall apply regardless of whether a particular Series B Record Date is a Business Day. The Series B Record Dates shall constitute Record Dates with respect to the Series B Preferred Mirror Units for the purpose of distributions on the Series B Preferred Mirror Units.
“ Series B Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Similar Law ” means any law or regulation that could cause the underlying assets of the Partnership to be treated as assets of the Limited Partner by virtue of its limited partner interest in the Partnership and thereby subject the Partnership and the General Partner (or other persons responsible for the investment and operation of the Partnership’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.
“ Subsidiary ” means, with respect to any Person, as of any date of determination, any other Person as to which such Person owns, directly or indirectly, or otherwise controls, more than 50% of the voting shares or other similar interests or the sole general partner interest or managing member or similar interest of such Person. The term “Subsidiary” does not include at any time any Funds or Portfolio Companies.
“ Substantially All Merger ” means a merger or consolidation of one or more members of the Apollo Operating Group with or into another Person that would, in one or a series of related transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the combined assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.
“ Substantially All Sale ” means a sale, assignment, transfer, lease or conveyance, in one or a series of related transactions, directly or indirectly, of all or substantially all of the assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.
“ Tax Advances ” has the meaning set forth in Section 5.07 .
“ Tax Amount ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Distributions ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Matters Partner ” has the meaning set forth in Section 5.08 .
“ Third Amended Agreement ” has the meaning set forth in the recitals.
“ Transfer ” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law, including, without limitation, the exchange of any Unit for any other security.
“ Treasury Regulations ” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).
“ Units ” means the Class A Units and any other Class of Units authorized in accordance with this Agreement, including the Series A Preferred Mirror Units and the Series B Preferred Mirror Units, which shall constitute interests in the Partnership as provided in this Agreement and under the Act; entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of this Agreement.
“ 2007 Omnibus Equity Incentive Plan ” means the Issuer’s 2007 Omnibus Equity Incentive Plan, as amended, restated, supplemented or otherwise modified from time to time.
Article II     

FORMATION, TERM, PURPOSE AND POWERS
Section 2.01.      Formation . The Partnership was formed as an exempted limited partnership under the provisions of the Act on December 29, 2016. The Partnership is hereby continued pursuant to the Act and this Agreement. If requested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of an exempted limited partnership under the laws of the Cayman Islands, (b) if the General Partner deems it advisable, the operation of the Partnership as an exempted limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.
Section 2.02.      Name . The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, Apollo Principal Holdings XII, L.P.
Section 2.03.      Term . The term of the Partnership commenced on the date of the issuance of the Certificate, and the term shall continue until the winding up and dissolution of the Partnership in accordance with Article IX .
Section 2.04.      Offices . The Partnership may have offices at such places as the General Partner from time to time may select.
Section 2.05.      Agent for Service of Process . The Partnership’s registered office and registered agent for service of process in the Cayman Islands shall be Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands or as otherwise determined by the General Partner from time to time.
Section 2.06.      Business Purpose . The Partnership shall have the power to engage in any lawful act or activity for which exempted limited partnerships may be formed under the Act and engage in any and all activities necessary or incidental thereto.
Section 2.07.      Powers of the General Partner . Subject to the limitations set forth in this Agreement, the General Partner will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06 .
Section 2.08.      Partners; Admission of New Partners . Each of the Partners of the Partnership hereby continues as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Act, except as is otherwise expressly provided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time to time as a new Partner in accordance with Section 8.05 and Section 8.06 ; provided , however, that each new Partner shall execute and deliver to the General Partner an appropriate supplement or counterpart or instrument of adherence to this Agreement pursuant to which the new Partner agrees to adhere to and be bound by the terms and conditions of the Agreement, as it may be amended from time to time.
Section 2.09.      Withdrawal . No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Units owned by such Partner in accordance with Article VIII ; provided , however, that a new General Partner or substitute General Partner may be admitted to the Partnership in accordance with Section 8.05 .
Article III     

MANAGEMENT
Section 3.01.      General Partner .
(a)      The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.
(b)      The Partners hereby agree that the Partnership, acting by the General Partner, shall be and hereby is authorized to (i) open bank accounts on behalf of the Partnership in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Partnership on deposit in such accounts, as may be deemed by the General Partner to be necessary, appropriate or otherwise in the best interests of the Partnership and, in connection therewith, execute any form of required resolution necessary to open any such bank accounts; (ii) prepare, execute and file with the appropriate authorities such federal, state or local applications, forms and papers on behalf of the Partnership as may be required by law or deemed by the General Partner to be necessary, appropriate or otherwise in the best interests of the Partnership, as applicable; and (iii) pay on behalf of the Partnership any and all fees and expenses incident to and necessary to perfect the organization of the Partnership. Notwithstanding any other provision of this Agreement, the Partnership, acting by the General Partner, is hereby authorized to enter into, and to perform its obligations under, the aforementioned agreements, deeds, receipts, certificates, filings and other documents, without any consent of any Limited Partner, but such authorization shall not be deemed a restriction on the power of the Partnership or the General Partner acting on behalf of the Partnership to enter into, and to perform its obligations under, other agreements on behalf of the Partnership. The Partners agree that the General Partner may execute the aforementioned agreements, deeds, receipts, certificates, filings and other documents on behalf of the Partnership that the General Partner deems appropriate and that any prior acts of the Partnership and the General Partner acting on behalf of the Partnership, consistent with the foregoing authorizations, are hereby ratified and confirmed.
Section 3.02.      Compensation . The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacity as General Partner.
Section 3.03.      Expenses . The Partnership shall bear and/or reimburse (i) the General Partner for any expenses incurred by the General Partner in connection with serving as the general partner of the Partnership, and (ii) Issuer and APO (FC III) LLC, with respect to the Partnership’s allocable share of any expenses solely incurred by or attributable to the Issuer or APO (FC III) LLC but excluding obligations incurred under the Amended and Restated Tax Receivable Agreement, dated as of May 6, 2013 among APO Corp. and the Apollo Operating Group entities party thereto, as amended from time to time, by the Issuer, income tax expenses of the Issuer or APO (FC III) LLC and indebtedness incurred by the Issuer or APO (FC III) LLC.
Section 3.04.      Authority of Partners . No Limited Partner, in its capacity as such, shall participate in or have any control over the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. No Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.
Section 3.05.      Action by Written Consent or Ratification . Any action required or permitted to be taken by the Partners pursuant to this Agreement shall be taken if all Partners whose consent or ratification is required consent thereto or provide a consent or ratification in writing.
Article IV     

DISTRIBUTIONS
Section 4.01.      Distributions .
(a)      Subject to Section 4.04 , Article XI , Article XII and as otherwise provided for in the terms of issue of any Classes of partnership interests or other partnership securities issued pursuant to Section 7.01 , including as regards rights of preference, allocations of profits and losses and any other terms, including preferred terms, thereof, all distributions of Distributable Cash shall be made, at the discretion of the General Partner, to the Limited Partners pro rata in accordance with their respective Percentage Interests.
(b)      Tax Distributions .
(i)      Subject to Section 4.04 , Article XI and Article XII in addition to the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year will give rise to taxable income for the Partners (“ Net Taxable Income ”), the General Partner shall cause the Partnership to distribute Distributable Cash in respect of income tax liabilities (the “ Tax Distributions ”) to the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities, provided that distributions pursuant to Section 4.02 and allocations pursuant to Section 5.04 related to such distributions shall not be taken into account for purposes of this Section 4.01(b) . The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance with Article V , multiplied by the Assumed Tax Rate (the “ Tax Amount ”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored. Any Tax Distributions shall be made to all Partners, whether or not they are subject to such applicable United States federal, state and local taxes, pro rata in accordance with their Percentage Interest.
(ii)      Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner: (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “ Amended Tax Amount ”), and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “ Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount for such Fiscal Year (the “ Final Tax Amount ”) and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (the “ Additional Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein.
Section 4.02.      Liquidation Distribution . Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03 .
Section 4.03.      Limitations on Distribution . Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall not make a Partnership distribution to any Partner if such distribution would violate the Act or other applicable Law.
Section 4.04.      Distributions on Series A Preferred Mirror Units . No distributions shall be made with respect to the Series A Preferred Mirror Units except as permitted under Article XI . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series A Preferred Mirror Units.
Section 4.05.      Distributions on Series B Preferred Mirror Units . No distributions shall be made with respect to the Series B Preferred Mirror Units except as permitted under Article XII . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series B Preferred Mirror Units.
Article V     

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;
TAX ALLOCATIONS; TAX MATTERS
Section 5.01.      Initial Capital Contributions . The Partners have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Class A Units, Series A Preferred Mirror Units and/or Series B Preferred Mirror Units as specified in the books and records of the Partnership.
Section 5.02.      No Additional Capital Contributions . Except as otherwise provided in this Article V , no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional Capital Contributions to the Partnership without the consent of the General Partner.
Section 5.03.      Capital Accounts . A separate capital account (a “ Capital Account ”) shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s Capital Contributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05 ; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04 , any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 5.05 , and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest. The Capital Account balance of each holder of Series A Preferred Mirror Units with respect to each Series A Preferred Mirror Unit shall equal the Liquidation Preference per Series A Preferred Mirror Unit as of the date such Series A Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XI . The Capital Account balance of each holder of Series B Preferred Mirror Units with respect to each Series B Preferred Mirror Unit shall equal the Liquidation Preference per Series B Preferred Mirror Unit as of the date such Series B Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XII .
Section 5.04.      Allocations of Profits and Losses . Except as otherwise provided in this Agreement (including Section 11.06 and Section 12.06 ), or the terms of issue of any partnership interests or other partnership securities issued pursuant to Section 7.01 , Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in respect of any Common Units held by a Partner in a manner such that the Capital Account of each Partner holding Common Units after giving effect to the special allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.
Section 5.05.      Special Allocations . Notwithstanding any other provision in this Article V :
(a)      Minimum Gain Chargeback . If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners holding Common Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4).
(b)      Qualified Income Offset . If any Partner holding Common Units unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.
(c)      Gross Income Allocation . If any Partner holding Common Units has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.
(d)      Nonrecourse Deductions . Nonrecourse Deductions shall be allocated to the Partners in accordance with their respective Percentage Interests.
(e)      Partner Nonrecourse Deductions . Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j).
(f)      Creditable Foreign Taxes . Creditable Foreign Taxes for any taxable period attributable to the Partnership, or an entity owned directly or indirectly by the Partnership, shall be allocated to the Partners in proportion to the Partners’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Foreign Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 5.05(f) are intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.
(g)      Ameliorative Allocations . Any special allocations of income or gain pursuant to Section 5.05(b) or (c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g) , so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Section 5.05(b) or (c) had not occurred.
Section 5.06.      Tax Allocations . For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses, and specially allocated items, including items of Gross Ordinary Income allocated pursuant to Section 11.06 and Section 12.06 , are allocated for Capital Account purposes; provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for United States federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the difference between the Carrying Value and the adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make such allocations for tax purposes as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.
Section 5.07.      Tax Advances . To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to make tax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“ Tax Advances ”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of this Agreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or make a tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b) ) with respect to income attributable to or distributions or other payments to such Partner.
Section 5.08.      Tax Matters . The General Partner shall be the initial “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (prior to amendment by P.L. 114-74) (the “ Tax Matters Partner ”) and the Partnership Representative for purposes of Section 6223 of the Code (after amendment by P.L. 114-74). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, in consultation with the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Partner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep the other Partners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Partnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of United States Internal Revenue Service Schedule K-1, and any comparable statements required by applicable United States state or local income tax Law as a result of the Partnership’s activities or investments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners to prepare and file their own tax returns. The Partnership shall use any reasonable method or combination of methods in accordance with Section 706(d) of the Code for the purpose of allocating or specifically allocating items of income, gain, loss, deduction and expense of the Partnership for federal income tax purposes to account for the varying interests of the Partners for the Fiscal Year.
Section 5.09.      Other Allocation Provisions . Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1 (b) and shall be interpreted and applied in a manner consistent with such regulations. Section 5.03 , Section 5.04 and Section 5.05 may be amended at any time by the General Partner if the General Partner believes such amendment is advisable, so long as any such amendment does not materially change the relative economic interests of the Partners. Furthermore, the General Partner shall use its reasonable best efforts to cause its Subsidiaries to make adjustments to Capital Accounts to reflect an adjustment to the carrying value of such Subsidiaries’ assets consistent with the adjustments to Carrying Values of the Partnership’s assets hereunder.
Article VI     

BOOKS AND RECORDS; REPORTS
Section 6.01.      Books and Records .
(a)      At all times during the continuance of the Partnership, the General Partner shall prepare and maintain separate books of account for the Partnership.
(b)      Except as limited by Section 6.01(c) , each Limited Partner shall have the right to receive, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense:
(i)      a copy of the Certificate and this Agreement and all amendments thereto, together with a copy of the executed copies of all powers of attorney (if applicable) pursuant to which the Certificate and this Agreement and all amendments thereto have been executed; and
(ii)      promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the three most recent years.
(c)      The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole discretion, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes is not in the best interests of the Partnership, could damage the Partnership or its business or that the Partnership is required by law or by agreement with any third party to keep confidential.
Article VII     

PARTNERSHIP UNITS
Section 7.01.      Units . Interests in the Partnership shall be represented by Units. As of the date of this Agreement, the Units are comprised of three Classes: Class A Units, Series A Preferred Mirror Units and Series B Preferred Mirror Units. The terms, rights, powers, preferences and duties of the Series A Preferred Mirror Units and the Series B Preferred Mirror Units are as set forth in Article XI and Article XII , respectively. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon the winding up, liquidation and dissolution of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units, the Series A Preferred Mirror Units, the Series B Preferred Mirror Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.
Section 7.02.      Register . The register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information with respect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of the Partnership.
Section 7.03.      Registered Partners . The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.
Article VIII     

FORFEITURE OF INTERESTS; TRANSFER RESTRICTIONS
Section 8.01.      Limited Partner Transfers .
(a)      No Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.
(b)      Subject to Section 8.03 , the General Partner may consider consenting to an exchange or Transfer of Common Units in an Exchange Transaction pursuant to the terms of the Exchange Agreement. In the case of a Transfer of Common Units in connection with an Exchange Transaction, the Percentage Interests of the Limited Partners shall be appropriately adjusted to provide for, as applicable, a decrease in the number of Common Units owned by the exchanging Limited Partner and an increase in the number of Common Units owned by APO (FC III) LLC.
(c)      Subject to Section 8.04 , the General Partner may consider consenting to an exchange or Transfer of Units by a Limited Partner that is a party to a Roll-up Agreement pursuant to the terms and provisions thereof.
Section 8.02.      Encumbrances . No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units or other interest in the Partnership (or any beneficial interest therein) unless the General Partner consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion. Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Any purported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.
Section 8.03.      Further Restrictions . Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if:
(a)      such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;
(b)      such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws;
(c)      such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise;
(d)      to the extent requested by the General Partner, the Partnership does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion; or
(e)      such Transfer would create a substantial risk that the Partnership would be classified or otherwise treated other than as a partnership for United States federal income tax purposes.
Section 8.04.      Rights of Assignees . Subject to Section 8.05 and Section 8.06 , the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“ Assignee ”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.05 or Section 8.06 .
Section 8.05.      Admissions, Withdrawals and Removals .
(a)      No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent or ratification of APO (FC III) LLC. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn). The outgoing General Partner shall execute such documents as must be filed with the Registrar of Exempted Limited Partnerships in the Cayman Islands to reflect a change in the General Partner.
(b)      No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.07 .
(c)      Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the commencement of winding up or the dissolution of the Partnership. To the fullest extent permitted by law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Section 8.06.      Admission of Assignees as Substitute Limited Partners . An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:
(a)      the General Partner consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in each case in the General Partner’s sole discretion;
(b)      if required by the General Partner, the General Partner receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Limited Partner) that are in a form satisfactory to the General Partner (as determined in its sole discretion);
(c)      if required by the General Partner, the General Partner receives an opinion of counsel satisfactory to the General Partner to the effect that such Transfer is in compliance with this Agreement and all applicable Law; and
(d)      if required by the General Partner, the parties to the Transfer, or any one of them, pays all of the Partnership’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Partnership).
Section 8.07.      Withdrawal and Removal of Limited Partners . If a Limited Partner ceases to hold any Units, then such Limited Partner shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.
Article IX     

DISSOLUTION, LIQUIDATION AND TERMINATION
Section 9.01.      No Dissolution . Except as required by the Act, the Partnership shall not commence winding up nor be dissolved by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be wound up, liquidated, dissolved and terminated only pursuant to the provisions of this Article IX , and the Partners hereby irrevocably waive any and all other rights they may have to cause a winding up and/or dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.
Section 9.02.      Events Causing Winding Up . The Partnership shall be wound up upon the occurrence of any of the following events (each, a “ Dissolution Event ”):
(a)      an order of the Grand Court of the Cayman Islands pursuant to the Act;
(b)      any event which makes it unlawful for the business of the Partnership to be carried on by the Partners;
(c)      the written consent of the General Partner and APO (FC III) LLC;
(d)      any other event expressly set out in the Act not inconsistent with any provision hereof requiring the Partnership to be wound up and dissolved;
(e)      the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) APO (FC III) LLC consents to or ratifies the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 90 days following the occurrence of any such event.
Section 9.03.      Distribution upon Winding Up . Upon the commencement of the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “ Liquidation Agent” ), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof and otherwise in accordance with the Act (to the extent applicable) and this Agreement. The proceeds of any liquidation shall be applied and distributed in the following order:
(a)      First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“ Contingencies ”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03 ;
(b)      Second, to the holders of the Series A Preferred Mirror Units and the holders of the Series B Preferred Mirror Units, as provided in Article XI and Article XII , respectively; and
(c)      Subject to as otherwise provided for in the terms of issue of any Classes of partnership interest or other partnership securities issued pursuant to Section 7.01 , including as regards rights of preference, allocations of profits and losses and any other terms, including preferred terms, thereof, the balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Percentage Interests.
Section 9.04.      Time for Liquidation . A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.
Section 9.05.      Termination . The Partnership shall terminate when all of the assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX , and the General Partner or the Liquidation Agent (as applicable) shall then file a notice of dissolution with the Registrar of Exempted Limited Partnerships in the Cayman Islands.
Section 9.06.      Claims of the Partners . The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return such Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negative balance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restore such negative balance during the existence of the Partnership, upon dissolution or termination of the Partnership or otherwise, except to the extent required by the Act.
Section 9.07.      Survival of Certain Provisions . Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.02 and Section 13.09 shall survive the termination of the Partnership.
Article X     

LIABILITY AND INDEMNIFICATION
Section 10.01.      Liability of Partners .
(a)      No Limited Partner shall be liable for any debt, obligation or liability of the Partnership or of any other Partner or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Partner of the Partnership, except to the extent required by the Act.
(b)      This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Limited Partners hereto or on their respective Affiliates. Further, the Limited Partners hereby waive any and all fiduciary duties that, absent such waiver, may exist at or be implied by Law or in equity, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Partnership are only as expressly set forth in this Agreement and those required by the Act.
(c)      Subject to the Act, to the extent that, at law or in equity, any Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the Partners acting under this Agreement will not be liable to the Partnership or to any such other Partner for their good faith reliance on the provisions of this Agreement. Subject to the Act, the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Partner otherwise existing at law or in equity, are agreed by the Partners to replace to that extent such other duties and liabilities of the Partners relating thereto.
(d)      The General Partner may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the General Partner on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will be full justification for any such act or omission, and the General Partner will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.
Section 10.02.      Indemnification .
(a)      The General Partner, the Tax Matters Partner, the Partnership Representative (including, without limitation, for this purpose each former and present director, officer, consultant, advisor, manager, member, employee and stockholder of the General Partner, the Tax Matters Partner or the Partnership Representative) and each Limited Partner (including any former Limited Partner), in his capacity, as such, and to the extent such Limited Partner participates, directly or indirectly, in the Partnership’s activities (each, a “ Covered Person ” and collectively, the “ Covered Persons ”) shall not be liable to the Partnership or, to the extent applicable, to any of the other Partners for any loss, claim, damage or liability occasioned by any acts or omissions in the performance of its services hereunder, unless it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “ Final Adjudication ”) that such loss, claim, damage or liability is due to an act or omission of a Covered Person (i) made in bad faith or with criminal intent or (ii) that adversely affected the Partnership and that failed to satisfy the duty of care owed pursuant to the Partnership or as otherwise required by law.
(b)      A Covered Person shall be indemnified to the fullest extent permitted by law by the Partnership against any losses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) incurred by or imposed upon him by reason of or in connection with any action taken or omitted by such Covered Person arising out of the Covered Person’s status as a Partner or its activities on behalf of the Partnership, including in connection with any action, suit, investigation or proceeding before any judicial, administrative, regulatory or legislative body or agency to which it may be made a party or otherwise involved or with which it shall be threatened by reason of being or having been the General Partner or by reason of serving or having served as a director, officer, consultant, advisor, manager, member, partner, employee or stockholder of any enterprise in which the Partnership or any of its Affiliates has or had a financial interest; provided that the Partnership may, but shall not be required to, indemnify a Covered Person with respect to any matter as to which there has been a Final Adjudication that its acts or its failure to act (i) were in bad faith or with criminal intent, or (ii) were of a nature that makes indemnification by the relevant Affiliate unavailable. The right to indemnification granted by this Section 10.02 shall be in addition to any rights to which a Covered Person may otherwise be entitled and shall inure to the benefit of the successors by operation of law or valid assigns of such Covered Person. The Partnership shall pay the expenses incurred by a Covered Person in defending a civil or criminal action, suit, investigation or proceeding in advance of the final disposition of such action, suit, investigation or proceeding, upon receipt of an undertaking by the Covered Person to repay such payment if there shall be a Final Adjudication that it is not entitled to indemnification as provided herein. In any suit brought by the Covered Person to enforce a right to indemnification hereunder it shall be a defense that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 , and in any suit in the name of the Partnership to recover expenses advanced pursuant to the terms of an undertaking the Partnership shall be entitled to recover such expenses upon Final Adjudication that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 . In any such suit brought to enforce a right to indemnification or to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to an advancement of expenses, shall be on the Partnership (or any Limited Partner acting derivatively or otherwise on behalf of the Partnership or the Limited Partners). The General Partner may not satisfy any right of indemnity or reimbursement granted in this Section 10.02 or to which it may be otherwise entitled except out of the assets of the Partnership (including, without limitation, insurance proceeds and rights pursuant to indemnification agreements), and no Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. The General Partner may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 and obtain appropriate insurance coverage on behalf and at the expense of the Partnership to secure the Partnership’s indemnification obligations hereunder and may enter into appropriate indemnification agreements and/or arrangements reflective of the provisions of this Section 10.02 . Each Covered Person shall be deemed a third party beneficiary (to the extent not a direct party hereto) to this Agreement and, in particular, the provisions of this Section 10.02 .
(c)      To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or the Partners, the Covered Person shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement. Subject to the Act, the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of each such Covered Person.
Article XI     
TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS
Section 11.01.      Designation . The Series A Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series A Preferred Mirror Unit shall be identical in all respects to every other Series A Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series A Holder in its capacity as such with respect to Series A Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series A Holders, “Percentage Interest” shall mean, with respect to any holder of Series A Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series A Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series A Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series A Holders or holders of other Parity Units, issue additional Series A Preferred Mirror Units.
Section 11.02.      Distributions .
(a)      The Series A Holders shall be entitled to receive with respect to each Series A Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series A Distribution Rate (subject to Section 11.05 of this Agreement) of the Series A Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series A Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the Partnership’s register at the close of business, New York City time, on a Series A Record Date, provided that if the Series A Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the Partnership’s register at the close of business, New York City time, on the Business Day immediately preceding such Series A Record Date.
(b)      So long as any Series A Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series A Mirror Interests or (ii) the Series A Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series A Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units.
(c)      The General Partner may, in its sole discretion, choose to pay distributions on the Series A Preferred Mirror Units without the payment of any distributions on any Junior Units.
(d)      When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series A Preferred Mirror Units or any Parity Units, all distributions declared upon the Series A Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series A Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.
(e)      No distributions may be declared or paid or set apart for payment on any Series A Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units, subject to any applicable terms of such outstanding Units.
(f)      Series A Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.
(g)      The Partnership and the Series A Holders intend that no portion of the distributions paid to the Series A Holders pursuant to this Section 11.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series A Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.
Section 11.03.      Rank . The Series A Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:
(a)      junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series A Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;
(b)      equally to any Parity Units; and
(c)      senior to any Junior Units.
Section 11.04.      Redemption .
(a)      Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series A Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.
(b)      If the Issuer redeems its Series A Preferred Shares pursuant to a Change of Control Event or a Series A Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series A Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series A Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series A Holders thereof shall cease other than the right to receive the redemption price, without interest.
(c)      Without limiting clause (b) of this Section 11.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series A Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series A Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series A Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series A Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series A Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series A Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series A Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series A Preferred Mirror Units without interest.
(d)      The Series A Holders shall have no right to require redemption of any Series A Preferred Mirror Units.
Section 11.05.      Series A Distribution Rate . If the distribution rate per annum on the Series A Preferred Shares issued by the Issuer shall increase pursuant to Section 13.5 of the Issuer LLC Agreement, then the Series A Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIII of the Issuer LLC Agreement.
Section 11.06.      Allocations . Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series A Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series A Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series A Holders pursuant to this Section 11.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series A Holders pursuant to the prior sentence and to the Series B Holders pursuant to Section 12.06 , Gross Ordinary Income shall be allocated to the Series A Holders and Series B Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series A Preferred Shares and Series B Preferred Shares respectively in such Fiscal Year.
Section 11.07.      Voting . Notwithstanding any provision in this Agreement or the Act to the contrary, the Series A Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Partnership action or inaction.
Section 11.08.      Liquidation Rights .
(a)      Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Section 9.03 , the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 11.08(a) .
(b)      Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.
(c)      If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 11.08 .
(d)      Nothing in this Section 11.08 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.
(e)      For the purposes of this Section 11.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series A Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series A Dissolution Exception ”).
(f)      In the event that any member of the Apollo Operating Group liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series A Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series A Dissolution Exception or (ii) an event where the Issuer’s Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.
Section 11.09.      No Duties to Series A Holders . Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series A Holders.
Section 11.10.      Coordination Among Apollo Operating Group . To facilitate compliance with the limitations set forth in Section 11.02(b) and Section 11.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.
Section 11.11.      Amendments and Waivers . Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XI may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.
Section 11.12.      Expenses . It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series A Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series A Preferred Shares by the Issuer (the “ Series A Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series A Preferred Shares to APO Asset Co., LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III) LLC, APO UK (FC), LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series A Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series A Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.
Article XII     

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS
Section 12.01.      Designation. The Series B Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series B Preferred Mirror Unit shall be identical in all respects to every other Series B Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series B Holder in its capacity as such with respect to Series B Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series B Holders, “Percentage Interest” shall mean, with respect to any holder of Series B Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series B Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series B Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series B Holders or holders of other Parity Units, issue additional Series B Preferred Mirror Units.
Section 12.02.      Distributions.
(a)      The Series B Holders shall be entitled to receive with respect to each Series B Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series B Distribution Rate (subject to Section 12.05 of this Agreement) of the Series B Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series B Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the Partnership’s register at the close of business, New York City time, on a Series B Record Date, provided that if the Series B Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the Partnership’s register at the close of business, New York City time, on the Business Day immediately preceding such Series B Record Date.
(b)      So long as any Series B Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series B Mirror Interests or (ii) the Series B Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan (or any successor or similar plan) in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series B Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units or with proceeds from the substantially concurrent sale of Junior Units.
(c)      The General Partner may, in its sole discretion, choose to pay distributions on the Series B Preferred Mirror Units without the payment of any distributions on any Junior Units.
(d)      When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series B Preferred Mirror Units or any Parity Units, all distributions declared upon the Series B Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series B Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.
(e)      No distributions may be declared or paid or set apart for payment on any Series B Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units, subject to any applicable terms of such outstanding Units.
(f)      Series B Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.
(g)      The Partnership and the Series B Holders intend that no portion of the distributions paid to the Series B Holders pursuant to this Section 12.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series B Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.
Section 12.03.      Rank. The Series B Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:
(a)      junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;
(b)      equally to any Parity Units; and
(c)      senior to any Junior Units.
Section 12.04.      Redemption.
(a)      Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series B Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.
(b)      If the Issuer redeems its Series B Preferred Shares pursuant to a Change of Control Event or a Series B Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. If the Issuer redeems its Series B Preferred Shares pursuant to a Rating Agency Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.50 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series B Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series B Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series B Holders thereof shall cease other than the right to receive the redemption price, without interest.
(c)      Without limiting clause (b) of this Section 12.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series B Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series B Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series B Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series B Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series B Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series B Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series B Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series B Preferred Mirror Units without interest.
(d)      The Series B Holders shall have no right to require redemption of any Series B Preferred Mirror Units.
Section 12.05.      Series B Distribution Rate. If the distribution rate per annum on the Series B Preferred Shares issued by the Issuer shall increase pursuant to Section 14.5 of the Issuer LLC Agreement, then the Series B Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIV of the Issuer LLC Agreement.
Section 12.06.      Allocations. Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series B Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series B Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series B Holders pursuant to this Section 12.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series B Holders pursuant to the prior sentence and to the Series A Holders pursuant to Section 11.06 , Gross Ordinary Income shall be allocated to the Series B Holders and Series A Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series B Preferred Shares and Series A Preferred Shares respectively in such Fiscal Year.
Section 12.07.      Voting. Notwithstanding any provision in this Agreement or the Act to the contrary, the Series B Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series B Holders shall not be required for the taking of any Partnership action or inaction.
Section 12.08.      Liquidation Rights.
(a)      Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series B Preferred Mirror Units in accordance with Section 9.03 , the Series B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series B Holder is entitled pursuant to this Section 12.08(a) .
(b)      Upon a Dissolution Event, after each Series B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs), such Series B Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.
(c)      If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series B Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 12.08 .
(d)      Nothing in this Section 12.08 shall be understood to entitle the Series B Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.
(e)      For the purposes of this Section 12.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series B Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series B Dissolution Exception ”).
(f)      In the event that any member of the Apollo Operating Group liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series B Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series B Dissolution Exception or (ii) an event where the Issuer’s Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.
Section 12.09.      No Duties to Series B Holders. Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series B Holders.
Section 12.10.      Coordination Among Apollo Operating Group. To facilitate compliance with the limitations set forth in Section 12.02(b) and Section 12.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.
Section 12.11.      Amendments and Waivers. Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XII may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.
Section 12.12.      Expenses. It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series B Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series B Preferred Shares by the Issuer (the “ Series B Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series B Preferred Shares to APO Asset Co., LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III) LLC, APO UK (FC), LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series B Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series B Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.
Article XIII     

MISCELLANEOUS
Section 13.01.      Severability . If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Section 13.02.      Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13.02 ):
(a)      If to the Partnership, to:
Apollo Principal Holdings XII, L.P.
c/o Apollo Principal Holdings XII GP, LLC
9 West 57 th St., 43 rd Floor
New York, NY 10019
United States of America
(b)      If to any Limited Partner, to:
Apollo Principal Holdings XII, L.P.
c/o Apollo Principal Holdings XII GP, LLC
9 West 57 th St., 43 rd Floor
New York, NY 10019
United States of America
(c)      If to the General Partner, to:
Apollo Principal Holdings XII GP, LLC
9 West 57 th St., 43 rd Floor
New York, NY 10019
United States of America
Section 13.03.      Cumulative Remedies . The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by Law.
Section 13.04.      Binding Effect . This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.
Section 13.05.      Interpretation . Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding provisions of this Agreement.
Section 13.06.      Counterparts . This Agreement may be executed and delivered (including by facsimile transmission or other electronic means) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 13.06 .
Section 13.07.      Further Assurances . Each Limited Partner shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement.
Section 13.08.      Entire Agreement .
(a)      This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.
(b)      For the avoidance of doubt, each of the Limited Partners that serve as a senior managing director of any of the Apollo Operating Group entities or their Subsidiaries may from time to time enter into agreements with the Partnership in respect of the terms of such service.
Section 13.09.      Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands. To the fullest extent permitted by applicable law, the General Partner and each Limited Partner hereby agree that any claim, action or proceeding by any Limited Partner seeking any relief whatsoever based on, arising out of or in connection with, this Agreement or the Partnership’s business or affairs shall be brought only in the courts of the Cayman Islands. EACH PARTNER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY .
Section 13.10.      Expenses . Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.
Section 13.11.      Amendments and Waivers .
(a)      This Agreement (including the Annexes hereto) may be amended, supplemented, waived or modified by the written consent of the General Partner, subject to Article XI and Article XII ; provided that any amendment that would have a material adverse effect on the rights or preferences of any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Percentage Interests of the Class affected; provided further , that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment, supplement, waiver or modification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in United States federal income tax regulations, legislation or interpretation; and (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates on which distributions are to be made by the Partnership.
(b)      No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.
(c)      The General Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(1) (or any similar provision) under which the fair market value of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership and each of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while the election remains effective, and (iii) any other related amendments.
(d)      Except as may be otherwise required by law in connection with the winding-up, liquidation or dissolution of the Partnership, each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Partnership’s property.
(e)      Upon obtaining such approvals required by this Agreement and without further action or execution by any other Person, including any Limited Partner, (i) any amendment to this Agreement may be implemented and reflected in a writing executed solely by the General Partner, and (ii) the Limited Partners shall be deemed a party to and bound by such amendment of this Agreement.
Section 13.12.      No Third Party Beneficiaries .
(a)      Subject to Section 13.12(b) , this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.02 ).
(b)      Any Covered Person not being a party to this Agreement, may enforce any rights granted to it pursuant to this Agreement in its own right as if it was a party to this Agreement.
(c)      Except as expressly provided in Section 13.12(b) , a Person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Law, 2014 (as amended) to enforce any term of this Agreement.
(d)      Notwithstanding any term of this Agreement, the consent of or notice to any Person who is not a party to this Agreement shall not be required for any termination, rescission or agreement to any variation, waiver, assignment, novation, release or settlement under this Agreement at any time.
Section 13.13.      Headings . The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.
Section 13.14.      Construction . Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extent permitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should be interpreted most strongly against the party who drafted such language.
Section 13.15.      Power of Attorney . Each Limited Partner, by its execution hereof, hereby irrevocably makes, constitutes and appoints the General Partner as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) the original certificate of registration of the Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (c) all certificates and other instruments (including consents and ratifications which the Limited Partners have agreed to provide upon a matter receiving the agreed support of Limited Partners) deemed advisable by the General Partner to carry out the provisions of this Agreement (including the provisions of Section 8.04 ) and Law or to permit the Partnership to become or to continue as an exempted limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business; (d) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the admission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of this Agreement; (e) all conveyances and other instruments or papers deemed advisable by the General Partner to effect the liquidation and termination of the Partnership; and (f) all fictitious or assumed name certificates required or permitted (in light of the Partnership’s activities) to be filed on behalf of the Partnership.
Section 13.16.      Letter Agreements; Schedules . Notwithstanding the provisions of this Agreement, including Section 13.11 , it is hereby acknowledged and agreed that the General Partner on its own behalf or on behalf of the Partnership without the approval of any Limited Partner or any other Person may enter into a side letter or similar agreement to or with a Limited Partner which has the effect of establishing rights under, or altering or supplementing the terms of, this Agreement. The parties hereto agree that any terms contained in a side letter or similar agreement to or with a Limited Partner shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement. The General Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.
Section 13.17.      Partnership Status . The parties intend to treat the Partnership as a partnership for United States federal income tax purposes.
[Signature Page Follows]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as a deed of the date first written above.

General Partner:

APOLLO PRINCIPAL HOLDINGS XII GP, LLC


By:     /s/ John J. Suydam                
Name:    John J. Suydam
Title:    Vice President


Witnessed By:     Heather N. Brocksmith         
Name:    Heather N. Brocksmith


Limited Partners:

APO (FC III), LLC


By:     /s/ John J. Suydam                
Name:    John J. Suydam
Title:    Vice President


Witnessed By:     Heather N. Brocksmith         
Name:    Heather N. Brocksmith

AP PROFESSIONAL HOLDINGS, L.P.

By:    BRH Holdings GP, Ltd.,
its general partner


By:     /s/ John J. Suydam                
Name:    John J. Suydam
Title:    Vice President


Witnessed By:     Heather N. Brocksmith         
Name:    Heather N. Brocksmith
    


Annex A

Apollo Principal Holdings I, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings II, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings III, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings IV, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings V, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VI, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VII, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VIII, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings IX, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings X, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings XI, LLC and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings XII, L.P. and each of its affiliated carry and co-invest vehicles;
AMH Holdings (Cayman), L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Management Holdings, L.P. and each of its affiliated carry and co-invest vehicles


    
Exhibit 10.39

EXECUTION VERSION
        

FOURTH AMENDED AND RESTATED
EXEMPTED LIMITED PARTNERSHIP AGREEMENT
OF
AMH HOLDINGS (CAYMAN), L.P.
Dated March 19, 2018
THE PARTNERSHIP UNITS OF AMH HOLDINGS (CAYMAN), L.P. HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS EXEMPTED LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.



TABLE OF CONTENTS
Page
Article I DEFINITIONS 2
Definitions
2
Article II FORMATION, TERM, PURPOSE AND POWERS 13
Formation
13
Name
13
Term
13
Principal Office and Registered Office
14
Agent for Service of Process
14
Business Purpose
14
Powers of the Partnership
14
Partners; Admission of New Partners
14
Withdrawal
14
Article III MANAGEMENT 14
General Partner
14
Compensation
15
Expenses
15
Authority of Partners
15
Action by Written Consent or Ratification
16
Article IV DISTRIBUTIONS 16
Distributions
16
Liquidation Distribution
18
Limitations on Distribution
18
Distributions on Series A Preferred Mirror Units
18
Distributions on Series B Preferred Mirror Units
18
Article V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS 18
Initial Capital Contributions
18
No Additional Capital Contributions
18
Capital Accounts
18
Allocations of Profits and Losses
19
Special Allocations
19
Tax Allocations
21
Tax Advances
21
Tax Matters
21
Other Allocation Provisions
22
Article VI BOOKS AND RECORDS; REPORTS 22
Books and Records
22
Article VII PARTNERSHIP UNITS 23
Units
23
Register
23
Registered Partners
24
Article VIII TRANSFER RESTRICTIONS 24
Limited Partner Transfers
24
Encumbrances
24
Further Restrictions
25
Rights of Assignees
25
Admissions, Withdrawals and Removals
25
Admission of Assignees as Substitute Limited Partners
26
Withdrawal and Removal of Limited Partners
26
Article IX WINDING UP AND DISSOLUTION 26
No Dissolution
26
Events Causing Dissolution
27
Distribution upon Dissolution
27
Time for Liquidation
28
Dissolution
28
Claims of the Partners
28
Survival of Certain Provisions
28
Article X LIABILITY AND INDEMNIFICATION 29
Liability of Partners
29
Indemnification
30
Article XI TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS 31
Designation
31
Distributions
31
Rank
33
Redemption
33
Series A Distribution Rate
34
Allocations
34
Voting
34
Liquidation Rights
35
No Duties to Series A Holders
36
Coordination Among Apollo Operating Group
36
Amendments and Waivers
36
Expenses
36
Article XII TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS 37
Designation
37
Distributions
37
Rank
39
Redemption
39
Series B Distribution Rate
40
Allocations
40
Voting
40
Liquidation Rights
40
No Duties to Series B Holders
42
Coordination Among Apollo Operating Group
42
Amendments and Waivers
42
Expenses
42
Article XIII MISCELLANEOUS 42
Severability
42
Notices
43
Cumulative Remedies
43
Binding Effect
43
Interpretation
43
Counterparts
44
Further Assurances
44
Entire Agreement
44
Governing Law
44
Expenses
44
Amendments and Waivers
45
No Third Party Beneficiaries
46
Headings
46
Construction
46
Power of Attorney
46
Letter Agreements; Schedules
46
Partnership Status
47

FOURTH AMENDED AND RESTATED
EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF
AMH HOLDINGS (CAYMAN), L.P.
This FOURTH AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT of AMH Holdings (Cayman), L.P. (the “ Partnership ”) is made on March 19, 2018, by and among AMH Holdings GP, Ltd., an exempted company incorporated under the laws of the Cayman Islands, as general partner, and the Limited Partners (as defined herein) of the Partnership.
WHEREAS, the Partnership was formed as an exempted limited partnership under the name of “AMH Holdings, L.P.” pursuant to the Act on the execution of the Initial Exempted Limited Partnership Agreement of the Partnership on October 18, 2012 (the “ Original Agreement ”) by the General Partner, APO Corp. and AP Professional as the initial limited partners (the “ Initial Limited Partners ”) and the filing of a statement under Section 9 of the Act (the “ Section 9 Statement ”) with the Registrar of Exempted Limited Partnerships of the Cayman Islands on October 18, 2012;
WHEREAS, the Partners amended and restated the Original Agreement on October 30, 2012 (the “ First Amended Agreement” ) to make certain changes;
WHEREAS, the Partners amended and restated the First Amended Agreement on November 30, 2012 (the “ Second Amended Agreement” ) to change the name of the Partnership to AMH Holdings (Cayman), L.P.;
WHEREAS, the Partners amended and restated the Second Amended Agreement on March 7, 2017 (the “ Third Amended Agreement ”) for the purpose of designating the Series A Preferred Mirror Units;
WHEREAS, Section 7.01 of the Third Amended Agreement provides that the General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other classes, and one or more series of any such class, of units into which the interests of the Partnership may be classified or divided, with such designations, preferences, rights, powers and duties (which may be senior to then-existing classes of interests in the Partnership) as shall be determined by the General Partner;
WHEREAS, Section 12.11 of the Third Amended Agreement provides that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect, among other things, any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; and
WHEREAS, pursuant to the aforementioned sections of the Third Amended Agreement, the General Partner desires to establish a new class of interest in the Partnership to be named Series B Preferred Mirror Units, with such designations, preferences, rights, powers and duties as are set forth herein, and, in connection therewith, desires to further amend and restate the Third Amended Agreement as set forth herein (as so further amended and restated, this “ Agreement ”).
NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree as follows:
Article I

DEFINITIONS
Section 1.01.      Definitions . Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):
“ Act ” means the Exempted Limited Partnership Law (as amended) of the Cayman Islands.
“ Additional Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Adjusted Capital Account Balance ” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(c)(4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), and any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
“ Affiliate ” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.
“ Agreement ” has the meaning set forth in the recitals.
“ Amended Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ AOG Series A Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series A Preferred Mirror Units.
“ AOG Series B Mirror Interests ” means, collectively, the series of preferred interests of each member of the Apollo Operating Group (other than the Partnership) with economic terms that are materially the same as those of the Series B Preferred Mirror Units.
“ AP Professional ” means AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership.
“ APO Corp. ” means APO Corp., a Delaware corporation.
“ APO LLC ” means APO Asset Co., LLC, a Delaware limited liability company.
“ Apollo Management Holdings ” means Apollo Management Holdings, L.P., a Delaware limited partnership.
“ Apollo Operating Group ” means each of the Partnership, Apollo Principal Holdings I, L.P., a Delaware limited partnership, Apollo Principal Holdings II, L.P., a Delaware limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Delaware limited partnership, Apollo Principal Holdings VI, L.P., a Delaware limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, Apollo Management Holdings, L.P., a Delaware limited partnership, and any successors thereto or other entities formed to serve as holding vehicles for the Issuer’s carry vehicles, management companies or other entities formed to engage in the asset management business (including alternative asset management), as set forth on Annex A , as amended from time to time.
“ AP Professional ” means AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership.
“ Assignee ” has the meaning set forth in Section 8.04 .
“ Assumed Tax Rate ” means the highest effective marginal combined United States federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductibility of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for United States federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.
“ Authorized Person ” has the meaning set forth in Section 3.01(b) .
“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.
“ Capital Account ” means the separate capital account maintained for each Partner in accordance with Section 5.03 .
“ Capital Contribution ” means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), net of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to the Partnership pursuant to Article V .
“ Carrying Value ” means, with respect to any Partnership asset, the asset’s adjusted basis for United States federal income tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, as of (a) the date of the acquisition of any additional Partnership interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Partnership assets to a Partner; (c) the date a Partnership interest is relinquished to the Partnership; (d) any other date specified in the Treasury Regulations or (e) any other date specified by the General Partner; provided , however , that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits (Losses)” rather than the amount of depreciation determined for United States federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.
“ Change of Control Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Class ” means the classes of Units into which the interests in the Partnership may be classified or divided from time to time pursuant to the provisions of this Agreement.
“ Class A Shares ” means the Class A Common Shares of the Issuer representing Class A limited liability company interests of the Issuer.
“ Class A Units ” means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.
“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time.
“ Common Units ” means the Class A Units.
“ Contingencies ” has the meaning set forth in Section 9.03(a) .
“ Control ” (including the terms “ Controlled by ” and “ under common Control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.
“ Covered Person ” and “ Covered Persons ” have the meanings set forth in Section 10.02(a) .
“ Credit Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ Creditable Foreign Tax ” means a non-United States tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A non-United States tax is a Creditable Foreign Tax for these purposes without regard to whether a partner receiving an allocation of such non-United States tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “Creditable Foreign Tax” in Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.
“ Disabling Event ” means the death, the commencement of liquidation or bankruptcy proceedings or the withdrawal, removal or making of a winding up or dissolution order in relation to the General Partner.
“ Dissolution Event ” has the meaning set forth in Section 9.02 .
“ Distributable Cash ” means cash received by the Partnership from dividends and distributions or other income, other than cash reserves to account for reasonably anticipated expenses and other liabilities, including, without limitation, tax liabilities, as the General Partner may determine to be appropriate.
“ Distribution Payment Date ” means March 15, June 15, September 15 and December 15 of each year, commencing (a) with respect to the Series A Preferred Mirror Units, on June 15, 2017 and (b) with respect to the Series B Preferred Mirror Units, on June 15, 2018.
“ Distribution Period ” means the period from and including a Distribution Payment Date to, but excluding, the next Distribution Payment Date, except that (a) the initial Distribution Period with respect to the Series A Preferred Mirror Units commenced on and included March 7, 2017 and (b) the initial Distribution Period with respect to the Series B Preferred Mirror Units commences on and includes March 19, 2018.
“ Encumbrance ” means any mortgage, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever.
“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended.
“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“ Exchange Agreement ” means the Fifth Amended and Restated Exchange Agreement dated as of April 28, 2017 among the Issuer, the Apollo Operating Group, and the limited partners of the Apollo Operating Group entities from time to time, as amended from time to time.
“ Exchange Transaction ” means an exchange of Class A Units for Class A Shares pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Class A Units to the Issuer, the Partnership or any of their Subsidiaries for other consideration.
“ Final Adjudication ” has the meaning set forth in Section 10.02(a) .
“ Final Tax Amount ” has the meaning set forth in Section 4.01(b)(ii) .
“ First Amended Agreement ” has the meaning set forth in the recitals.
“ First Amendment and Joinder ” means the First Amendment and Joinder dated as of April 13, 2010 to the Tax Receivable Agreement dated as of July 13, 2007 by and among APO Corp., Apollo Principal Holdings II, L.P., a Delaware limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, the Partnership, and each of the other parties signatory thereto identified as “Holders”.
“ Fiscal Year ” means (i) the period commencing upon the formation of the Partnership and ending on December 31, 2012 or (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31.
“ Fund ” means any pooled investment vehicle or similar entity sponsored or managed, directly or indirectly, by the Issuer or any of its Subsidiaries.
“ General Partner ” means AMH Holdings GP, Ltd., an exempted company incorporated under the laws of the Cayman Islands or any successor general partner admitted to the Partnership in accordance with the terms of this Agreement, each in its capacity as general partner of the Partnership.
“ Gross Ordinary Income ” means the Partnership’s gross income excluding any gross income attributable to the sale or exchange of “capital assets” as defined in Section 1221 of the Code. Allocations to Series A Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series A Preferred Mirror Units. Allocations to Series B Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Percentage Interest with respect to such holder’s Series B Preferred Mirror Units.
“ Incapacity ” means, with respect to any Person, the entry of an order of incompetence, or the insanity or permanent disability of such Person.
“ Initial Limited Partners ” has the meaning set forth in the recitals.
“ Issuer ” means Apollo Global Management, LLC, a limited liability company formed under the laws of the State of Delaware, or any successor thereto.
“ Issuer LLC Agreement ” means the Third Amended and Restated Limited Liability Company Agreement of the Issuer dated as of the date hereof.
“ Junior Units ” means Common Units and any other equity securities that the Partnership may issue in the future ranking, as to the payment of distributions, junior to the Series A Preferred Mirror Units and the Series B Preferred Mirror Units.
“ Law ” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Partnership or any Partner, as the case may be.
“ Limited Partner ” means each of the Persons from time to time listed as a limited partner in the books and records and the register of partnership interests of the Partnership, each in their capacity as a limited partner of the Partnership.
“ Liquidation Agent ” has the meaning set forth in Section 9.03 .
“ Liquidation Preference ” means, in respect of any Preferred Units, the “Liquidation Preference” per Preferred Unit specified for such Preferred Units.
“ Net Taxable Income ” has the meaning set forth in Section 4.01(b)(i) .
“ Nonrecourse Deductions ” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a Fiscal Year equals the net increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that Fiscal Year, determined according to the provisions of Treasury Regulations Section 1.704-2(c).
“ Operating Income ” means the income (or particular items thereof) of the Partnership during a Fiscal Year other than income (or particular items thereof) attributable to the sales of assets that are outside the ordinary course of business.
“ Original Agreement ” has the meaning set forth in the recitals.
“ Parity Units ” means any Partnership securities, including Preferred Units, that the Partnership has authorized or issued or may authorize or issue, the terms of which provide that such securities shall rank equally with the Series A Preferred Mirror Units and the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event. For purposes of this definition, the Series A Preferred Mirror Units shall be treated as Parity Units with respect to the Series B Preferred Mirror Units and the Series B Preferred Mirror Units shall be treated as Parity Units with respect to the Series A Preferred Mirror Units.
“ Partner Nonrecourse Debt Minimum Gain ” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3).
“ Partner Nonrecourse Deductions ” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2).
“ Partners ” means, at any time, each person listed as a partner (including the General Partner) on the books and records and the register of partnership interests of the Partnership, in each case for so long as he, she or it remains a partner of the Partnership as provided hereunder.
“ Partnership ” has the meaning set forth in the recitals.
“ Partnership Minimum Gain ” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).
“ Partnership Representative ” means the “partnership representative” as defined in Section 6223 of the Code after amendment by P.L. 114-74.
“ Percentage Interest ” means, with respect to any Partner and subject to Section 11.01 and Section 12.01 , the quotient obtained by dividing the number of Units then owned by such Partner by the number of Units then owned by all Partners.
“ Permitted Jurisdiction ” means the United States or any state thereof, Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Gibraltar, Ireland, Italy, Luxembourg, the Netherlands, Switzerland, the United Kingdom or British Crown Dependencies, any other member country of the Organization for Economic Co-operation and Development, or any political subdivision of any of the foregoing.
“ Permitted Reorganization ” means the (i) voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership into another exempted limited partnership pursuant to provisions of this Agreement that allow the Partnership to convert, merge or convey its assets to another entity with or without General Partner approval, (ii) for purposes of Section 11.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series A Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series A Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval or (iii) for purposes of Section 12.08 , reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series B Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series B Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval.
“ Permitted Transfer ” means the sale, conveyance, exchange or transfer, for cash, shares of capital stock, securities or other consideration, of all or substantially all of the Partnership’s property or assets or the consolidation, merger or amalgamation of the Partnership with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into the Partnership.
“ Person ” means any individual, corporation, company, partnership, limited partnership, limited liability company, limited company, joint venture, trust, unincorporated or governmental organization or any agency or political subdivision thereof.
“ Portfolio Company ” means any Person in which any Fund owns or has made, directly or indirectly, an investment.
“ Preferred Units ” means (i) the Series A Preferred Mirror Units, (ii) the Series B Preferred Mirror Units and (iii) any other Class of Units that entitles the Record Holders thereof to a preference or priority over the Record Holders of any other Class of Units in the right to share profits or losses or items thereof, the right to share in Partnership distributions or rights upon dissolution or liquidation of the Partnership.
“ Profits ” and “ Losses ” means, for each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for United States federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from United States federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for United States federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the United States federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis; provided that if the United States federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses; and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.
“ Rating Agency Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Record Date ” means a date established by the General Partner in its sole discretion for determining the identity of Record Holders entitled to receive a distribution.
“ Record Holder ” or “ holder ” means, with respect to any Units, the Person in whose name such Units are registered on the books of the Partnership as of the opening of business on a particular Business Day.
“ Roll-up Agreements ” mean collectively, each Roll-up Agreement, by and among BRH Holdings, L.P., a Cayman Islands exempted limited partnership, AP Professional, a Cayman Islands exempted limited partnership, the Issuer, APO LLC, a Delaware limited liability company, APO Corp., and an employee of the Issuer or one of its Subsidiaries, dated as of July 13, 2007, each as amended, restated, supplemented or otherwise modified from time to time.
“ SEC ” means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.
“ Second Amended Agreement ” has the meaning set forth in the recitals.
“ Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“ Series A Dissolution Exception ” has the meaning set forth in Section 11.08(e) .
“ Series A Distribution Rate ” means 6.375%.
“ Series A Holder ” means a holder of Series A Preferred Mirror Units.
“ Series A Liquidation Preference ” means $25.00 per Series A Preferred Mirror Unit. The Series A Liquidation Preference shall be the “ Liquidation Preference ” with respect to the Series A Preferred Mirror Units.
“ Series A Offering Expenses ” has the meaning set forth in Section 11.12 .
“ Series A Preferred Mirror Unit ” means a 6.375% Series A Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XI .
“ Series A Preferred Shares ” means the 6.375% Series A Preferred Shares of the Issuer.
“ Series A Record Date ” means, with respect to any Distribution Payment Date, the March 1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series A Record Dates shall apply regardless of whether a particular Series A Record Date is a Business Day. The Series A Record Dates shall constitute Record Dates with respect to the Series A Preferred Mirror Units for the purpose of distributions on the Series A Preferred Mirror Units.
“ Series A Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Series B Dissolution Exception ” has the meaning set forth in Section 12.08(e) .
“ Series B Distribution Rate ” means 6.375%.
“ Series B Holder ” means a holder of Series B Preferred Mirror Units.
“ Series B Liquidation Preference ” means $25.00 per Series B Preferred Mirror Unit. The Series B Liquidation Preference shall be the “Liquidation Preference” with respect to the Series B Preferred Mirror Units.
“ Series B Offering Expenses ” has the meaning set forth in Section 12.12 .
“ Series B Preferred Mirror Unit ” means a 6.375% Series B Preferred Mirror Unit having the designations, preferences, rights, powers and duties set forth in Article XII .
“ Series B Preferred Shares ” means the 6.375% Series B Preferred Shares of the Issuer.
“ Series B Record Date ” means, with respect to any Distribution Payment Date, the March 1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series B Record Dates shall apply regardless of whether a particular Series B Record Date is a Business Day. The Series B Record Dates shall constitute Record Dates with respect to the Series B Preferred Mirror Units for the purpose of distributions on the Series B Preferred Mirror Units.
“ Series B Tax Redemption Event ” has the meaning set forth in the Issuer LLC Agreement.
“ Similar Law ” means any law or regulation that could cause the underlying assets of the Partnership to be treated as assets of the Limited Partner by virtue of its limited partner interest in the Partnership and thereby subject the Partnership and the General Partner (or other persons responsible for the investment and operation of the Partnership’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.
“ Subsidiary ” means, with respect to any Person, as of any date of determination, any other Person as to which such Person owns, directly or indirectly, or otherwise controls, more than 50% of the voting shares or other similar interests or the sole general partner interest or managing member or similar interest of such Person. The term “Subsidiary” does not include at any time any Funds or Portfolio Companies.
“ Substantially All Merger ” means a merger or consolidation of one or more members of the Apollo Operating Group with or into another Person that would, in one or a series of related transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the combined assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.
“ Substantially All Sale ” means a sale, assignment, transfer, lease or conveyance, in one or a series of related transactions, directly or indirectly, of all or substantially all of the assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.
“ Special Percentage Interest ” means 100% for APO Corp. and 0% for AP Professional.
“ Tax Advances ” has the meaning set forth in Section 5.07 .
“ Tax Amount ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Distributions ” has the meaning set forth in Section 4.01(b)(i) .
“ Tax Matters Partner ” has the meaning set forth in Section 5.08 .
“ Third Amended Agreement ” has the meaning set forth in the recitals.
“ Transfer ” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law, including, without limitation, the exchange of any Unit for any other security.
“ Treasury Regulations ” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).
“ Undistributed Special Allocation Amount ” means:
(G + H) – (I+J)
Where: G = the amount allocated to APO Corp. pursuant to Section 5.05(h) .
H =     the amount allocated to APO Corp. pursuant to Section 5.05(i) .
I =
the amount distributed to APO Corp. pursuant to Section 4.01(a)(i), (ii) and (iii) .
J =     the amount distributed to APO Corp. pursuant to Section 4.01(b)                     based on the Special Percentage Interests.
“ Units ” means the Class A Units and any other Class of Units authorized in accordance with this Agreement, including the Series A Preferred Mirror Units and the Series B Preferred Mirror Units, which shall constitute interests in the Partnership as provided in this Agreement and under the Act; entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of this Agreement.
“ 2007 Omnibus Equity Incentive Plan ” means the Issuer’s 2007 Omnibus Equity Incentive Plan, as amended, restated, supplemented or otherwise modified from time to time.
“ 2009 Special Book-Up Amount ” means:
A - ( B * C)
                 C
where:     A =     the amount allocated to APO Corp. pursuant to Section 5.05(h) .
B =
the total amount allocated to Limited Partners pursuant to Section 5.05(h) .
C =     APO Corp.’s Percentage Interest for the 2009 Fiscal Year, taking                     into account the varying interests at the time of each distribution of                 cash by the Partnership during the 2009 Fiscal Year.
“ 2010 Special Book-Up Amount ” means:
D - ( E * F)
                 F
where:     D =     the amount allocated to APO Corp. pursuant to Section 5.05(i) .
E =
the total amount allocated to Limited Partners pursuant to Section 5.05(i) .
F =     APO Corp.’s Percentage Interest for the 2010 Fiscal Year, taking                     into account the varying interests at the time of each distribution of                 cash by the Partnership during the 2010 Fiscal Year.
Article II     

FORMATION, TERM, PURPOSE AND POWERS
Section 2.01.      Formation . The Partnership was formed as an exempted limited partnership under the name of AMH Holdings, L.P. under the provisions of the Act by the filing on October 18, 2012 of the Section 9 Statement and the execution of the Original Agreement as provided in the recitals. The Partnership is hereby continued pursuant to the Act and this Agreement. If requested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of an exempted limited partnership under the laws of the Cayman Islands, (b) if the General Partner deems it advisable, the operation of the Partnership as an exempted limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.
Section 2.02.      Name . The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, AMH Holdings (Cayman), L.P.
Section 2.03.      Term . The term of the Partnership commenced on the date of the filing of the Section 9 Statement, and the term shall continue until the dissolution of the Partnership in accordance with Article IX . The existence of the Partnership shall continue until dissolution of the Partnership in the manner required by the Act.
Section 2.04.      Principal Office and Registered Office . The principal office of the Partnership shall be such places as the General Partner from time to time may select. The registered office of the Partnership is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, KY1-9008, Cayman Islands or such other places in the Cayman Islands as the General Partner from time to time may select.
Section 2.05.      Agent for Service of Process . The Partnership’s registered agent for service of process in the Cayman Islands shall be Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, KY1-9008, Cayman Islands as the same may be changed by the General Partner from time to time.
Section 2.06.      Business Purpose . The Partnership shall have the power to engage in any lawful act or activity for which exempted limited partnerships may be formed under the Act and engage in any and all activities necessary or incidental thereto.
Section 2.07.      Powers of the Partnership . Subject to the limitations set forth in this Agreement, the Partnership will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06 .
Section 2.08.      Partners; Admission of New Partners . Each of the Partners of the Partnership hereby continues as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Act, except as is otherwise expressly provided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time to time as a new Partner in accordance with Section 8.05 and Section 8.06 ; provided , however , that each new Partner shall execute and deliver to the General Partner an appropriate supplement or deed of adherence to this Agreement pursuant to which the new Partner agrees to be bound by the terms and conditions of this Agreement, as it may be amended from time to time.
Section 2.09.      Withdrawal . No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Units owned by such Partner in accordance with Article VIII; provided , however , that a new General Partner or substitute General Partner may be admitted to the Partnership in accordance with Section 8.05 .
Article III     

MANAGEMENT
Section 3.01.      General Partner .
(a)      The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.
(b)      The Partners hereby agree that the Partnership, acting by the General Partner and/or any officer of the General Partner (each, an “ Authorized Person ”) on its behalf, shall be and hereby is authorized to (i) open bank accounts on behalf of the Partnership in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Partnership on deposit in such accounts, as may be deemed by the General Partner or any Authorized Person, or any of them, to be necessary, appropriate or otherwise in the best interests of the Partnership and, in connection therewith, execute any form of required resolution necessary to open any such bank accounts; (ii) prepare, execute and file with the appropriate authorities such federal, state or local applications, forms and papers on behalf of the Partnership as may be required by law or deemed by the General Partner or any Authorized Person, or any of them, to be necessary, appropriate or otherwise in the best interests of the Partnership, as applicable; and (iii) pay on behalf of the Partnership any and all fees and expenses incident to and necessary to perfect the organization of the Partnership. Notwithstanding any other provision of this Agreement, the Partnership, acting by the General Partner and/or any Authorized Person on its behalf, is hereby authorized to enter into, and to perform its obligations under, the aforementioned agreements, deeds, receipts, certificates, filings and other documents, without any consent of any Limited Partner, but such authorization shall not be deemed a restriction on the power of the Partnership or the General Partner and/or any Authorized Person acting on behalf of the Partnership to enter into, and to perform its obligations under, other agreements on behalf of the Partnership. The Partners agree that the General Partner and/or any Authorized Person may execute the aforementioned agreements, deeds, receipts, certificates, filings and other documents on behalf of the Partnership under any title, including without limitation “Authorized Person,” that the General Partner or any Authorized Person, or any of them, deems appropriate and that any prior acts of the Partnership and the General Partner and/or any Authorized Person acting on behalf of the Partnership, consistent with the foregoing authorizations, are hereby ratified and confirmed.
Section 3.02.      Compensation . The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacity as General Partner.
Section 3.03.      Expenses . The Partnership shall bear and/or reimburse (i) the General Partner for any expenses incurred by the General Partner in connection with serving as the general partner of the Partnership, and (ii) Issuer and APO Corp., with respect to the Partnership’s allocable share of any expenses solely incurred by or attributable to the Issuer or APO Corp. but excluding obligations incurred under the Tax Receivable Agreement, dated as of July 13, 2007 among APO Corp. and the Apollo Operating Group entities party thereto, by the Issuer or APO Corp., income tax expenses of the Issuer or APO Corp. and indebtedness incurred by the Issuer or APO Corp.
Section 3.04.      Authority of Partners . No Limited Partner, in its capacity as such, shall participate in or have any control over the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. Except as required or permitted by Law, or by separate agreement with the Partnership, no Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner; provided that such employee shall not take part in the conduct of the business of the Partnership in its dealings with persons who are not Partners as though such employee was a general partner of the Partnership.
Section 3.05.      Action by Written Consent or Ratification . Any action required or permitted to be taken by the Partners pursuant to this Agreement shall be taken if all Partners whose consent or ratification is required consent thereto or provide a consent or ratification in writing.
Article IV     

DISTRIBUTIONS
Section 4.01.      Distributions .
(a)      Subject to Section 4.04 , Article XI and Article XII , all distributions of Distributable Cash shall be made, at the discretion of the General Partner, to the Limited Partners pro rata in accordance with their respective Percentage Interests; provided , that :
(i)      distributions in 2010 of Operating Income shall be pro rata based on the Special Percentage Interests;
(ii)      distributions in 2011 attributable to Operating Income for the 2010 Fiscal Year shall be pro rata based on the Special Percentage Interests; and
(iii)      distributions in 2014 and subsequent to 2014 shall first be distributed pro rata based on the Special Percentage Interests until an amount has been distributed to APO Corp. equal to the amount APO Corp. is obligated to pay during such year pursuant to the First Amendment and Joinder as a “Deferred Tax Benefit Payment” (as defined in the First Amendment and Joinder).
(b)      Tax Distributions .
(i)      Subject to Section 4.04 , Article XI and Article XII , in addition to the foregoing, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year will give rise to taxable income for the Partners (“ Net Taxable Income ”), the General Partner shall cause the Partnership to distribute Distributable Cash in respect of income tax liabilities (the “ Tax Distributions ”) to the extent that other distributions made by the Partnership for such year were otherwise insufficient to cover such tax liabilities; provided that distributions pursuant to Section 4.02 and allocations pursuant to Section 5.04 related to such distributions shall not be taken into account for purposes of this Section 4.01(b) . The Tax Distributions payable with respect to any Fiscal Year shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance with Article V, multiplied by the Assumed Tax Rate (the “ Tax Amount ”). For purposes of computing the Tax Amount, the effect of any benefit under Section 743(b) of the Code will be ignored. Any Tax Distributions shall be made to all Partners, whether or not they are subject to such applicable United States federal, state and local taxes, pro rata in accordance with their Percentage Interest except for Tax Distributions attributable to 2009 or 2010 Net Taxable Income, which shall be pro rata in accordance with their Special Percentage Interests. Notwithstanding anything provided in this Section 4.01(b) , the General Partner shall not be required to cause the Partnership to make Tax Distributions with respect to 2009 and 2010 Net Taxable Income but may make such Tax Distributions to the extent of APO Corp.’s actual tax liability.
(ii)      Tax Distributions shall be calculated and paid no later than one day prior to each quarterly due date for the payment by corporations on a calendar year of estimated taxes under the Code in the following manner: (A) for the first quarterly period, 25% of the Tax Amount, (B) for the second quarterly period, 50% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year, (C) for the third quarterly period, 75% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year and (D) for the fourth quarterly period, 100% of the Tax Amount, less the prior Tax Distributions for the Fiscal Year. Following each Fiscal Year, and no later than one day prior to the due date for the payment by corporations of income taxes for such Fiscal Year, the General Partner shall make an amended calculation of the Tax Amount for such Fiscal Year (the “ Amended Tax Amount ”), and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Amended Tax Amount so calculated exceeds the cumulative Tax Distributions previously made by the Partnership in respect of such Fiscal Year. If the Amended Tax Amount is less than the cumulative Tax Distributions previously made by the Partnership in respect of the relevant Fiscal Year, then the difference (the “ Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Within 30 days following the date on which the Partnership files a tax return on Form 1065, the General Partner shall make a final calculation of the Tax Amount for such Fiscal Year (the “ Final Tax Amount ”) and shall cause the Partnership to distribute a Tax Distribution, out of Distributable Cash, to the extent that the Final Tax Amount so calculated exceeds the Amended Tax Amount. If the Final Tax Amount is less than the Amended Tax Amount in respect of the relevant Fiscal Year, then the difference (the “ Additional Credit Amount ”) shall be applied against, and shall reduce, the amount of Tax Distributions made for subsequent Fiscal Years. Any Credit Amount and Additional Credit Amount applied against future Tax Distributions shall be treated as an amount actually distributed pursuant to this Section 4.01(b) for purposes of the computations herein.
(c)      2007 Distributions . The Partners acknowledge that all distributions of Distributable Cash made in 2007 were governed by Article IV of the Second Amended Agreement and the terms of such Article IV of the Second Amended Agreement, which are hereby incorporated by reference, shall govern with respect to all distributions made in 2007.
Section 4.02.      Liquidation Distribution . Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03 .
Section 4.03.      Limitations on Distribution . Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall not make a Partnership distribution to any Partner if such distribution would violate the Act or other applicable Law.
Section 4.04.      Distributions on Series A Preferred Mirror Units . No distributions shall be made with respect to the Series A Preferred Mirror Units except as permitted under Article XI . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series A Preferred Mirror Units.
Section 4.05.      Distributions on Series B Preferred Mirror Units . No distributions shall be made with respect to the Series B Preferred Mirror Units except as permitted under Article XII . For the avoidance of doubt, and without limitation of the foregoing, no distributions pursuant to Section 4.01 , including Tax Distributions, shall be made with respect to the Series B Preferred Mirror Units.
Article V     

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS;
TAX ALLOCATIONS; TAX MATTERS
Section 5.01.      Initial Capital Contributions . The Partners have made, prior to the date hereof, Capital Contributions and have acquired the number of Class A Units, Series A Preferred Mirror Units and/or Series B Preferred Mirror Units as specified in the books and records and register of partnership interests of the Partnership.
Section 5.02.      No Additional Capital Contributions . Except as otherwise provided in this Article V , no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional Capital Contributions to the Partnership without the consent of the General Partner.
Section 5.03.      Capital Accounts . A separate capital account (a “ Capital Account ”) shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s Capital Contributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05 ; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04 , any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 5.05 , and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest. The Capital Account balance of each holder of Series A Preferred Mirror Units with respect to each Series A Preferred Mirror Unit shall equal the Liquidation Preference per Series A Preferred Mirror Unit as of the date such Series A Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XI . The Capital Account balance of each holder of Series B Preferred Mirror Units with respect to each Series B Preferred Mirror Unit shall equal the Liquidation Preference per Series B Preferred Mirror Unit as of the date such Series B Preferred Mirror Unit is initially issued and shall be increased as set forth in Article XII .
Section 5.04.      Allocations of Profits and Losses . Except as otherwise provided in this Agreement (including Section 11.06 and Section 12.06 ), Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in respect of any Common Units held by a Partner in a manner such that the Capital Account of each Partner holding Common Units after giving effect to the special allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership. Solely for purposes of clause (i) of this Section 5.04 , the distribution provision set forth in Section 9.03(c) shall be treated as being added to Section 4.01(a) as clause (iv).
Section 5.05.      Special Allocations . Notwithstanding any other provision in this Article V :
(a)      Minimum Gain Chargeback . If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners holding Common Units shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4).
(b)      Qualified Income Offset . If any Partner holding Common Units unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.
(c)      Gross Income Allocation . If any Partner holding Common Units has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.
(d)      Nonrecourse Deductions . Nonrecourse Deductions shall be allocated to the Partners in accordance with their respective Percentage Interests.
(e)      Partner Nonrecourse Deductions . Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j).
(f)      Creditable Foreign Taxes . Creditable Foreign Taxes for any taxable period attributable to the Partnership, or an entity owned directly or indirectly by the Partnership, shall be allocated to the Partners in proportion to the Partners’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Foreign Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 5.05(f) are intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(4)(viii), and shall be interpreted consistently therewith.
(g)      Ameliorative Allocations . Any special allocations of income or gain pursuant to Section 5.05(b) or (c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g), so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Section 5.05(b) or (c) had not occurred.
(h)      With respect to the amount in excess of the first $36,955,739 of Net Profit for the 2009 Fiscal Year, all items of income, gain, loss and deduction attributable to the Operating Income for the 2009 Fiscal Year shall be allocated to the Partners pro rata in accordance with their respective Special Percentage Interests.
(i)      All items of income, gain, loss and deduction attributable to the Operating Income for the 2010 Fiscal Year shall be allocated to the Limited Partners pro rata in accordance with their respective Special Percentage Interests.
(j)      Notwithstanding clause (d) of the definition of “Profits” and “Losses,” upon an adjustment (or adjustments) to the Carrying Value of the Partnership’s assets pursuant to the definition of “Carrying Value” that results in a net gain, such net gain shall be specially allocated to AP Professional until AP Professional has been allocated an amount pursuant to this Section 5.05(j) equal to the sum of the 2009 Special Book-Up Amount plus the 2010 Special Book-Up Amount.
Section 5.06.      Tax Allocations . For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses, and specially allocated items, including items of Gross Ordinary Income allocated pursuant to Section 11.06 and Section 12.06 , are allocated for Capital Account purposes; provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for United States federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (in any manner determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the difference between the Carrying Value and the adjusted basis of such asset. Notwithstanding the foregoing, the General Partner shall make such allocations for tax purposes as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership.
Section 5.07.      Tax Advances . To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to make tax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“ Tax Advances ”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of this Agreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability (including, without limitation, any liability for taxes, penalties, additions to tax or interest other than any penalties, additions to tax or interest imposed as a result of the Partnership’s failure to withhold or make a tax payment on behalf of such Partner which withholding or payment is required pursuant to applicable Law but only to the extent amounts sufficient to pay such taxes were not timely distributed to the Partner pursuant to Section 4.01(b) ) with respect to income attributable to or distributions or other payments to such Partner.
Section 5.08.      Tax Matters . The General Partner shall be the initial “tax matters partner” within the meaning of Section 6231(a)(7) of the Code (prior to amendment by P.L. 114-74) (the “ Tax Matters Partner ”) and the Partnership Representative for purposes of Section 6223 of the Code (after amendment by P.L. 114-74). The Partnership shall file as a partnership for federal, state, provincial and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state, provincial or local tax matters of the Partnership, shall be made by the Tax Matters Partner or the Partnership Representative, as applicable, in consultation with the Partnership’s attorneys and/or accountants. Tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Partner or the Partnership Representative, as applicable. The Tax Matters Partner or the Partnership Representative, as applicable, shall keep the other Partners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Partnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of United States Internal Revenue Service Schedule K-1, and any comparable statements required by applicable United States state or local income tax Law as a result of the Partnership’s activities or investments, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners to prepare and file their own tax returns. The Partnership shall use any reasonable method or combination of methods in accordance with Section 706(d) of the Code for the purpose of allocating or specifically allocating items of income, gain, loss, deduction and expense of the Partnership for federal income tax purposes to account for the varying interests of the Partners for the Fiscal Year.
Section 5.09.      Other Allocation Provisions . Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1 (b) and shall be interpreted and applied in a manner consistent with such regulations. Section 5.03 , Section 5.04 and Section 5.05 may be amended at any time by the General Partner if the General Partner believes such amendment is advisable, so long as any such amendment does not materially change the relative economic interests of the Partners. Furthermore, the General Partner shall use its reasonable best efforts to cause its Subsidiaries to make adjustments to Capital Accounts to reflect an adjustment to the carrying value of such Subsidiaries’ assets consistent with the adjustments to Carrying Values of the Partnership’s assets hereunder.
Article VI     

BOOKS AND RECORDS; REPORTS
Section 6.01.      Books and Records .
(a)      At all times during the continuance of the Partnership, the General Partner shall prepare and maintain separate books of account for the Partnership.
(b)      Except as limited by Section 6.01(c) , each Limited Partner shall have the right to receive, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense:
(i)      a copy of this Agreement and all amendments thereto, together with a copy of the executed copies of all powers of attorney pursuant to which this Agreement and all amendments thereto have been executed; and
(ii)      promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports, if any, for the three most recent years.
(c)      The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole discretion, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes is not in the best interests of the Partnership, could damage the Partnership or its business or that the Partnership is required by law or by agreement with any third party to keep confidential.
Article VII     

PARTNERSHIP UNITS
Section 7.01.      Units . Interests in the Partnership shall be represented by Units. As of the date of this Agreement, the Units are comprised of three Classes: Class A Units, Series A Preferred Mirror Units and Series B Preferred Mirror Units. The terms, rights, powers, preferences and duties of the Series A Preferred Mirror Units and the Series B Preferred Mirror Units are as set forth in Article XI and Article XII , respectively. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units, the Series A Preferred Mirror Units, the Series B Preferred Mirror Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.
Section 7.02.      Register of Partnership Interests . The register of partnership interests of the Partnership shall be the definitive record of ownership of each Unit and all relevant information with respect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records and the register of partnership interests of the Partnership.
Section 7.03.      Registered Partners . The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.
Article VIII     

TRANSFER RESTRICTIONS
Section 8.01.      Limited Partner Transfers .
(a)      Except as provided in clauses (b) and (c) of this Section 8.01 , no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.
(b)      Notwithstanding clause (a) above, and subject to Section 8.03 , each Limited Partner may exchange or otherwise Transfer Common Units in an Exchange Transaction pursuant to the terms of the Exchange Agreement. In the case of a Transfer of Common Units in connection with an Exchange Transaction, the Percentage Interests of the Limited Partners shall be appropriately adjusted to provide for, as applicable, a decrease in the number of Common Units owned by the exchanging Limited Partner and an increase in the number of Common Units owned by APO Corp.
(c)      Notwithstanding clause (a) above, and subject to Section 8.04, each Limited Partner that is a party to a Roll-up Agreement may exchange or otherwise Transfer Units pursuant to the terms and provisions thereof.
Section 8.02.      Encumbrances . No Limited Partner or Assignee may create an Encumbrance with respect to all or any portion of its Units (or any beneficial interest therein) other than Encumbrances that run in favor of the Limited Partner unless the General Partner consents in writing thereto, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in the General Partner’s sole discretion. Consent of the General Partner shall be withheld until the holder of the Encumbrance acknowledges the terms and conditions of this Agreement. Any purported Encumbrance that is not in accordance with this Agreement shall be, to the fullest extent permitted by law, null and void.
Section 8.03.      Further Restrictions . Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if:
(a)      such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit;
(b)      such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws;
(c)      such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise;
(d)      to the extent requested by the General Partner, the Partnership does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion; or
(e)      such Transfer would create a substantial risk that the Partnership would be classified or otherwise treated other than as a partnership for United States federal income tax purposes.
Section 8.04.      Rights of Assignees . Subject to Section 8.05 and Section 8.06 , the transferee of any permitted Transfer pursuant to this Article VIII will be an assignee only (“ Assignee ”), and only will receive, to the extent transferred, the distributions and allocations of income, gain, loss, deduction, credit or similar item to which the Partner which transferred its Units would be entitled, and such Assignee will not be entitled or enabled to exercise any other rights or powers of a Partner, such other rights, and all obligations relating to, or in connection with, such interest remaining with the transferring Partner. The transferring Partner will remain a Partner even if it has transferred all of its Units to one or more Assignees until such time as the Assignee(s) is admitted to the Partnership as a Partner pursuant to Section 8.05 or Section 8.06 .
Section 8.05.      Admissions, Withdrawals and Removals .
(a)      No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent or ratification of APO Corp. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn). The outgoing General Partner shall execute such documents as must be filed with the Registrar of Exempted Limited Partnerships in the Cayman Islands to reflect a change in the General Partner.
(b)      No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.07 .
(c)      Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Section 8.06.      Admission of Assignees as Substitute Limited Partners . An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:
(a)      the General Partner consents in writing to such admission, which consent may be given or withheld, or made subject to such conditions as are determined by the General Partner, in each case in the General Partner’s sole discretion;
(b)      if required by the General Partner, the General Partner receives written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as a substitute Limited Partner) that are in a form satisfactory to the General Partner (as determined in its sole discretion);
(c)      if required by the General Partner, the General Partner receives an opinion of counsel satisfactory to the General Partner to the effect that such Transfer is in compliance with this Agreement and all applicable Law; and
(d)      if required by the General Partner, the parties to the Transfer, or any one of them, pays all of the Partnership’s reasonable expenses connected with such Transfer (including, but not limited to, the reasonable legal and accounting fees of the Partnership).
Section 8.07.      Withdrawal and Removal of Limited Partners . If a Limited Partner ceases to hold any Units, then such Limited Partner shall withdraw from the Partnership and shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner.
Article IX     

WINDING UP AND DISSOLUTION
Section 9.01.      No Dissolution . Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be wound up and dissolved only pursuant to the provisions of this Article IX , and the Partners hereby irrevocably waive any and all other rights they may have to cause a winding up and dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.
Section 9.02.      Events Causing Dissolution . The affairs of the Partnership shall be wound up and the Partnership subsequently dissolved upon the occurrence of any of the following events (each, a “ Dissolution Event ”):
(a)      the making of orders or directions for the winding up of the Partnership by a court under Section 15(4) of the Act;
(b)      any event which makes it unlawful for the business of the Partnership to be carried on by the Partners;
(c)      the written consent of the General Partner and APO Corp.;
(d)      any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act;
(e)      the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) APO Corp. consents to or ratifies the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event.
Sections 15(2), 15(5), 15(6) and 15(7) of the Act shall not apply to the Partnership.
Section 9.03.      Distribution upon Dissolutio n . Upon the occurrence of an event under Section 9.02 causing the winding up of the Partnership, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “ Liquidation Agent ”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order:
(a)      First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“ Contingencies ”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03 ;
(b)      Second, to the holders of the Series A Preferred Mirror Units and the holders of the Series B Preferred Mirror Units, as provided in Article XI and Article XII , respectively;
(c)      Third, pro rata based on the maximum amounts distributable under clauses (i) and (ii) of this Section 9.03(b) , (i) to APO Corp., the Undistributed Special Allocation Amount and (ii) to AP Professional, the aggregate amount allocated to AP Professional pursuant to Section 5.05(j) , until APO Corp. has received distributions pursuant to this Section 9.03(b) of the Undistributed Special Allocation Amount and AP Professional has received distributions pursuant to this Section 9.03(b) of the aggregate amount allocated to it pursuant to Section 5.05(j) ; and
(d)      The balance, if any, to the Partners, pro rata to each of the Partners in accordance with their Percentage Interests.
Section 9.04.      Time for Liquidation . A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.
Section 9.05.      Dissolution . The Partnership shall dissolve when (i) all of the assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX , and (ii) a notice of dissolution shall have been filed by the General Partner or Liquidation Agent with the Registrar of Exempted Limited Partnerships in the Cayman Islands pursuant to Section 15(3) of the Act.
Section 9.06.      Claims of the Partners . The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return such Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negative balance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restore such negative balance during the existence of the Partnership, upon termination and dissolution of the Partnership or otherwise, except to the extent required by the Act.
Section 9.07.      Survival of Certain Provisions . Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.02 and Section 13.09 shall survive the termination and dissolution of the Partnership.
Article X     

LIABILITY AND INDEMNIFICATION
Section 10.01.      Liability of Partners .
(a)      No Limited Partner shall be liable for any debt, obligation or liability of the Partnership or of any other Partner or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Partner of the Partnership, except to the extent required by the Act.
(b)      To the fullest extent permitted by law and except as required by law, this Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Partners (including, without limitation, the General Partner) hereto or on their respective Affiliates. Further, the Partners hereby eliminated, to the fullest extent permitted by law, any and all fiduciary duties that, absent such elimination, may exist at or be implied by Law or in equity, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Partnership are only as expressly set forth in this Agreement and those required by the Act.
(c)      To the fullest extent permitted by law and to the extent that, at law or in equity, any Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the Partners acting under this Agreement will not be liable to the Partnership or to any such other Partner for their good faith reliance on the provisions of this Agreement. To the fullest extent permitted by law, the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating thereto of any Partner otherwise existing at law or in equity to the Partnership or the Partners, are agreed by the Partners to replace or eliminate to that extent such other duties and liabilities of the Partners relating thereto.
(d)      The General Partner may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the General Partner on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will, with respect to the Partnership and the other Partners, be full justification for any such act or omission, and to the fullest extent permitted by law, the General Partner will be fully protected from liability to the Partnership and the other Partners in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care.
(e)      To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any agreement contemplated herein or otherwise applicable provision of law or equity, whenever in this Agreement the General Partner is permitted or required to make a decision in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, such General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Limited Partners; provided that the General Partner shall act at all times in good faith in the interests of the Partnership pursuant to the Act.
Section 10.02.      Indemnification .
(a)      To the fullest extent permitted by law, the General Partner, the Tax Matters Partner, the Partnership Representative (including, without limitation, for this purpose each former and present director, officer, consultant, advisor, manager, member, partner, employee and stockholder of the General Partner, the Tax Matters Partner or the Partnership Representative) and each Limited Partner (including any former Limited Partner), in his, her or its capacity, as such, and to the extent such Limited Partner participates, directly or indirectly, in the Partnership’s activities (each, a “ Covered Person ” and, collectively, the “ Covered Persons ”) shall not be liable to the Partnership or, to the extent applicable, to any of the other Partners for any loss, claim, damage or liability occasioned by any acts or omissions in the performance of his, her or its services hereunder, unless it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “ Final Adjudication ”) that such loss, claim, damage or liability is due to an act or omission of a Covered Person (i) made in bad faith or with criminal intent or (ii) that materially adversely affected the Partnership and that failed to satisfy the duty of care owed pursuant to the Partnership (as modified by this Agreement).
(b)      A Covered Person shall be indemnified to the fullest extent permitted by law by the Partnership against any losses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) incurred by or imposed upon him by reason of or in connection with any action taken or omitted by such Covered Person arising out of the Covered Person’s status as a Partner or his, her or its activities on behalf of the Partnership, including in connection with any action, suit, investigation or proceeding before any judicial, administrative, regulatory or legislative body or agency to which he, she or it may be made a party or otherwise involved or with which he, she or it has been threatened by reason of being or having been the General Partner or by reason of serving or having served as a director, officer, consultant, advisor, manager, member, partner, employee or stockholder of any enterprise in which the Partnership or any of its Affiliates has or had a financial interest; provided that the Partnership may, but shall not be required to, indemnify a Covered Person with respect to any matter as to which there has been a Final Adjudication that his, her or its acts or his, her or its failure to act (i) were in bad faith or with criminal intent, or (ii) were of a nature that makes indemnification by the relevant Affiliate unavailable. The right to indemnification granted by this Section 10.02 shall be in addition to any rights to which a Covered Person may otherwise be entitled and shall inure to the benefit of his, her or its successors by operation of law or valid assigns of such Covered Person. The Partnership shall pay the expenses incurred by a Covered Person in defending a civil or criminal action, suit, investigation or proceeding in advance of the final disposition of such action, suit, investigation or proceeding, upon receipt of an undertaking by the Covered Person to repay such payment if there shall be a Final Adjudication that he, she or it is not entitled to indemnification as provided herein. In any suit brought by the Covered Person to enforce a right to indemnification hereunder it shall be a defense that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 , and in any suit in the name of the Partnership to recover expenses advanced pursuant to the terms of an undertaking the Partnership shall be entitled to recover such expenses upon Final Adjudication that the Covered Person has not met the applicable standard of conduct set forth in this Section 10.02 . In any such suit brought to enforce a right to indemnification or to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to an advancement of expenses, shall be on the Partnership (or any Limited Partner acting derivatively or otherwise on behalf of the Partnership or the Limited Partners). The General Partner may not satisfy any right of indemnity or reimbursement granted in this Section 10.02 or to which it may be otherwise entitled except out of the assets of the Partnership (including, without limitation, insurance proceeds and rights pursuant to indemnification agreements), and no Partner shall be personally liable with respect to any such claim for indemnity or reimbursement. The General Partner may enter into appropriate indemnification agreements and/or arrangements in favor of any Covered Person reflective of the provisions of this Section 10.02 and obtain appropriate insurance coverage on behalf and at the expense of the Partnership to secure the Partnership’s indemnification obligations hereunder. To the fullest extent permitted by law, each Covered Person shall be deemed a third party beneficiary (to the extent not a direct party hereto) to this Agreement and, in particular, the provisions of this Section 10.02 .
(c)      To the fullest extent permitted by law and to the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or the Partners, the Covered Person shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement. To the fullest extent permitted by law, the provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity to the Partnership or the Partners, are agreed by the Partners to replace or eliminate such other duties and liabilities of each such Covered Person.
Article XI     

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS
Section 11.01.      Designation . The Series A Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series A Preferred Mirror Unit shall be identical in all respects to every other Series A Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series A Holder in its capacity as such with respect to Series A Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series A Holders, “Percentage Interest” shall mean, with respect to any holder of Series A Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series A Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series A Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series A Holders or holders of other Parity Units, issue additional Series A Preferred Mirror Units.
Section 11.02.      Distributions .
(a)      The Series A Holders shall be entitled to receive with respect to each Series A Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series A Distribution Rate (subject to Section 11.05 of this Agreement) of the Series A Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series A Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the Partnership’s register at the close of business, New York City time, on a Series A Record Date, provided that if the Series A Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series A Holders as they appear on the Partnership’s register at the close of business, New York City time, on the Business Day immediately preceding such Series A Record Date.
(b)      So long as any Series A Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series A Mirror Interests or (ii) the Series A Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series A Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units.
(c)      The General Partner may, in its sole discretion, choose to pay distributions on the Series A Preferred Mirror Units without the payment of any distributions on any Junior Units.
(d)      When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series A Preferred Mirror Units or any Parity Units, all distributions declared upon the Series A Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series A Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.
(e)      No distributions may be declared or paid or set apart for payment on any Series A Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units, subject to any applicable terms of such outstanding Units.
(f)      Series A Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.
(g)      The Partnership and the Series A Holders intend that no portion of the distributions paid to the Series A Holders pursuant to this Section 11.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series A Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.
Section 11.03.      Rank . The Series A Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:
(a)      junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series A Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;
(b)      equally to any Parity Units; and
(c)      senior to any Junior Units.
Section 11.04.      Redemption .
(a)      Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series A Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.
(b)      If the Issuer redeems its Series A Preferred Shares pursuant to a Change of Control Event or a Series A Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series A Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series A Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series A Holders thereof shall cease other than the right to receive the redemption price, without interest.
(c)      Without limiting clause (b) of this Section 11.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series A Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series A Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series A Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series A Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series A Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series A Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series A Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series A Preferred Mirror Units without interest.
(d)      The Series A Holders shall have no right to require redemption of any Series A Preferred Mirror Units.
Section 11.05.      Series A Distribution Rate . If the distribution rate per annum on the Series A Preferred Shares issued by the Issuer shall increase pursuant to Section 13.5 of the Issuer LLC Agreement, then the Series A Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIII of the Issuer LLC Agreement.
Section 11.06.      Allocations . Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series A Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series A Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 11.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series A Holders pursuant to this Section 11.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series A Holders pursuant to the prior sentence and to the Series B Holders pursuant to Section 12.06 , Gross Ordinary Income shall be allocated to the Series A Holders and Series B Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series A Preferred Shares and Series B Preferred Shares respectively in such Fiscal Year.
Section 11.07.      Voting . Notwithstanding any provision in this Agreement or the Act to the contrary, the Series A Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Holders shall not be required for the taking of any Partnership action or inaction.
Section 11.08.      Liquidation Rights .
(a)      Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Section 9.03 , the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 11.08(a) .
(b)      Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.
(c)      If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 11.08 .
(d)      Nothing in this Section 11.08 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.
(e)      For the purposes of this Section 11.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series A Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series A Dissolution Exception ”).
(f)      In the event that any member of the Apollo Operating Group liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series A Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series A Dissolution Exception or (ii) an event where the Issuer’s Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.
Section 11.09.      No Duties to Series A Holders . Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series A Holders.
Section 11.10.      Coordination Among Apollo Operating Group . To facilitate compliance with the limitations set forth in Section 11.02(b) and Section 11.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.
Section 11.11.      Amendments and Waivers . Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XI may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.
Section 11.12.      Expenses . It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series A Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series A Preferred Shares by the Issuer (the “ Series A Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series A Preferred Shares to APO LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC), LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series A Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series A Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.
Article XII     

TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS
Section 12.01.      Designation . The Series B Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series B Preferred Mirror Unit shall be identical in all respects to every other Series B Preferred Mirror Unit. As of any date of determination, the Percentage Interest as to any Series B Holder in its capacity as such with respect to Series B Preferred Mirror Units shall be 0% as such term applies to all Partners; provided , however, that when such term is used to only apply to Series B Holders, “Percentage Interest” shall mean, with respect to any holder of Series B Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series B Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series B Preferred Mirror Units then outstanding as of such date. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series B Holders or holders of other Parity Units, issue additional Series B Preferred Mirror Units.
Section 12.02.      Distributions .
(a)      The Series B Holders shall be entitled to receive with respect to each Series B Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, at a rate per annum equal to the Series B Distribution Rate (subject to Section 12.05 of this Agreement) of the Series B Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series B Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the Partnership’s register at the close of business, New York City time, on a Series B Record Date, provided that if the Series B Record Date is not a Business Day, the declared distributions will be payable on the relevant Distribution Payment Date to Series B Holders as they appear on the Partnership’s register at the close of business, New York City time, on the Business Day immediately preceding such Series B Record Date.
(b)      So long as any Series B Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) all AOG Series B Mirror Interests or (ii) the Series B Preferred Shares, then, in each case for such then-current Distribution Period only, (i) no distributions may be declared or paid or set apart for payment by the Partnership on any Junior Units and (ii) the Partnership may not repurchase any of its Junior Units; provided , however, that, the foregoing limitations shall not apply to (x) a distribution to any holder of equity interests of the Partnership in order to permit such holder (or parent of such holder) to net share settle equity-based awards granted under the Issuer’s 2007 Omnibus Equity Incentive Plan (or any successor or similar plan) in order to satisfy associated tax obligations, (y) pro rata Tax Distributions in accordance with Section 4.01(b) as in effect on the date the Series B Preferred Shares are first issued and/or (z) distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units or with proceeds from the substantially concurrent sale of Junior Units.
(c)      The General Partner may, in its sole discretion, choose to pay distributions on the Series B Preferred Mirror Units without the payment of any distributions on any Junior Units.
(d)      When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series B Preferred Mirror Units or any Parity Units, all distributions declared upon the Series B Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series B Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other.
(e)      No distributions may be declared or paid or set apart for payment on any Series B Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units, subject to any applicable terms of such outstanding Units.
(f)      Series B Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Agreement and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone.
(g)      The Partnership and the Series B Holders intend that no portion of the distributions paid to the Series B Holders pursuant to this Section 12.02 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series B Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention.
Section 12.03.      Rank . The Series B Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event:
(a)      junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event;
(b)      equally to any Parity Units; and
(c)      senior to any Junior Units.
Section 12.04.      Redemption .
(a)      Notwithstanding anything to the contrary contained in this Agreement, at any time and from time to time, the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Series B Liquidation Preference plus an amount equal to declared and unpaid distributions from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date.
(b)      If the Issuer redeems its Series B Preferred Shares pursuant to a Change of Control Event or a Series B Tax Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. If the Issuer redeems its Series B Preferred Shares pursuant to a Rating Agency Redemption Event, then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.50 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions. So long as funds sufficient to pay the redemption price for all of the Series B Preferred Mirror Units called for redemption have been set aside for payment, from and after the redemption date, such Series B Preferred Mirror Units called for redemption shall no longer be deemed outstanding, and all rights of the Series B Holders thereof shall cease other than the right to receive the redemption price, without interest.
(c)      Without limiting clause (b) of this Section 12.04 , if the Partnership shall deposit on or prior to any date fixed for redemption of Series B Preferred Mirror Units, with any bank or trust company, as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series B Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series B Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series B Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of such Series B Preferred Mirror Units to the holders thereof and from and after the date of such deposit such Series B Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series B Preferred Mirror Units, and shall have no rights with respect thereto except only the right to receive from such bank or trust company, or account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the General Partner may determine, payment of the redemption price of such Series B Preferred Mirror Units without interest.
(d)      The Series B Holders shall have no right to require redemption of any Series B Preferred Mirror Units.
Section 12.05.      Series B Distribution Rate . If the distribution rate per annum on the Series B Preferred Shares issued by the Issuer shall increase pursuant to Section 14.5 of the Issuer LLC Agreement, then the Series B Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article XIV of the Issuer LLC Agreement.
Section 12.06.      Allocations . Before giving effect to the allocations set forth in Article V , Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series B Preferred Mirror Units in accordance with each holder’s Percentage Interest with respect to their Series B Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 12.02 in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series B Holders pursuant to this Section 12.06 in all prior Fiscal Years. To the extent that there is insufficient Gross Ordinary Income for a Fiscal Year to allocate to the Series B Holders pursuant to the prior sentence and to the Series A Holders pursuant to Section 11.06 , Gross Ordinary Income shall be allocated to the Series B Holders and Series A Holders for such Fiscal Year on a pro rata basis based on the amount of distributions paid in respect of the Series B Preferred Shares and Series A Preferred Shares respectively in such Fiscal Year.
Section 12.07.      Voting . Notwithstanding any provision in this Agreement or the Act to the contrary, the Series B Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series B Holders shall not be required for the taking of any Partnership action or inaction.
Section 12.08.      Liquidation Rights .
(a)      Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series B Preferred Mirror Units in accordance with Section 9.03 , the Series B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 , pro rata based on the full respective distributable amounts to which each Series B Holder is entitled pursuant to this Section 12.08(a) .
(b)      Upon a Dissolution Event, after each Series B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Holders pursuant to Section 12.06 for the taxable year in which the Dissolution Event occurs), such Series B Holder shall not be entitled to any further participation in any distribution of assets by the Partnership.
(c)      If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series B Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 12.08 .
(d)      Nothing in this Section 12.08 shall be understood to entitle the Series B Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled.
(e)      For the purposes of this Section 12.08 , a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Series B Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “ Series B Dissolution Exception ”).
(f)      In the event that any member of the Apollo Operating Group liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series B Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Series B Dissolution Exception or (ii) an event where the Issuer’s Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.
Section 12.09.      No Duties to Series B Holders . Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Covered Person shall have any duties or liabilities to the Series B Holders.
Section 12.10.      Coordination Among Apollo Operating Group . To facilitate compliance with the limitations set forth in Section 12.02(b) and Section 12.08(f) above, the General Partner shall coordinate with, and provide advance notice to, the general partner or manager of each other member of the Apollo Operating Group with respect to planned distributions, holdbacks, liquidations, dissolutions, redemptions or repurchases of equity interests and extraordinary transactions, using such procedures as the General Partner and such other general partners collectively shall determine from time to time.
Section 12.11.      Amendments and Waivers . Notwithstanding the provisions of Section 13.11 of the Agreement, the provisions of this Article XII may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Partner.
Section 12.12.      Expenses . It is the intent of the Issuer, the Partnership and the other members of the Apollo Operating Group that the offering of the Series B Preferred Shares by the Issuer is for the benefit of the Partnership and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series B Preferred Shares by the Issuer (the “ Series B Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series B Preferred Shares to APO LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC), LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Partnership and the other members of the Apollo Operating Group in exchange for Series B Preferred mirror units issued by the Partnership and the other members of the Apollo Operating Group, and (ii) the Partnership and the other members of the Apollo Operating Group will be deemed to have paid the Series B Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.
Article XIII     

MISCELLANEOUS
Section 13.01.      Severability . If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Section 13.02.      Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13.02 ):
(a)      If to the Partnership, to:
AMH Holdings (Cayman), L.P.
c/o AMH Holdings GP, Ltd.
9 West 57 th St., 43 rd Floor
New York, NY 10019
(b)      If to any Limited Partner, to:
AMH Holdings (Cayman), L.P.
c/o AMH Holdings GP, Ltd.
9 West 57 th St., 43 rd Floor
New York, NY 10019
(c)      If to the General Partner, to:
AMH Holdings GP, Ltd.
9 West 57 th St., 43 rd Floor
New York, NY 10019
Section 13.03.      Cumulative Remedies . The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by Law.
Section 13.04.      Binding Effect . This Agreement shall be binding upon and inure to the benefit of all of the parties and, to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.
Section 13.05.      Interpretation . Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” “Sections” and paragraphs shall refer to corresponding provisions of this Agreement. The Partnership shall be deemed to have succeeded Apollo Management Holdings with respect to all actions and events contemplated by this Agreement that have occurred prior to the formation of the Partnership and any references herein to such actions or events (including, without limitation, Sections 4.01 , 5.05 and 8.01 ) shall be interpreted to have been undertaken by or to have occurred with respect to the Partnership .
Section 13.06.      Counterparts . This Agreement may be executed and delivered (including by facsimile transmission or other electronic means) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 13.06 .
Section 13.07.      Further Assurances . Each Limited Partner shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement.
Section 13.08.      Entire Agreement .
(a)      This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.
(b)      For the avoidance of doubt, each of the Limited Partners that serve as a senior managing director of any of the Apollo Operating Group entities or their Subsidiaries may from time to time enter into agreements with the Partnership in respect of the terms of such service.
Section 13.09.      Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands. To the fullest extent permitted by applicable law, the General Partner and each Limited Partner hereby agree that any claim, action or proceeding by any Limited Partner seeking any relief whatsoever based on, arising out of or in connection with, this Agreement or the Partnership’s business or affairs shall be brought only in the Chancery Court of the State of Delaware (or other appropriate state court in the State of Delaware) or the federal courts located in the State of Delaware, and not in any other state or federal court in the United States of America or any court in any other country. EACH PARTNER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY .
Section 13.10.      Expenses . Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation.
Section 13.11.      Amendments and Waivers .
(a)      This Agreement (including the Annexes hereto) may be amended, supplemented, waived or modified by the General Partner, subject to Article XI and Article XII ; provided that any amendment that would have a material adverse effect on the rights or preferences of any Class of Units in relation to other Classes of Units must be approved by the holders of not less than a majority of the Percentage Interests of the Class affected; provided , further , that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; (ii) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; (iii) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; (iv) any amendment, supplement, waiver or modification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in United States federal income tax regulations, legislation or interpretation; and (v) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates on which distributions are to be made by the Partnership.
(b)      No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.
(c)      The General Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(1) (or any similar provision) under which the fair market value of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership and each of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while the election remains effective, and (iii) any other related amendments.
(d)      Except as may be otherwise required by law in connection with the winding-up or dissolution of the Partnership, each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for judicial accounting or for partition of any of the Partnership’s property.
(e)      Upon obtaining such approvals required by this Agreement and without further action or execution by any other Person, including any Limited Partner, any amendment to this Agreement may be implemented and reflected in a writing executed by the General Partner on its own behalf and as attorney-in-fact on behalf of the Limited Partners pursuant to the power of attorney granted in favour of the General Partner under Section 13.15 .
Section 13.12.      No Third Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.02 ).
Section 13.13.      Headings . The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.
Section 13.14.      Construction . Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extent permitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should be interpreted most strongly against the party who drafted such language.
Section 13.15.      Power of Attorney . Each Limited Partner hereby irrevocably makes, constitutes and appoints the General Partner as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (a) any amendment to this Agreement that has been adopted as herein provided; (b) all certificates and other instruments (including consents and ratifications which the Limited Partners have agreed to provide upon a matter receiving the agreed support of Limited Partners) deemed advisable by the General Partner to carry out the provisions of this Agreement (including the provisions of Section 8.04 ) and Law or to permit the Partnership to become or to continue as an exempted limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business; (c) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the admission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of this Agreement; (d) all conveyances and other instruments or papers deemed advisable by the General Partner to effect the winding up and dissolution of the Partnership; and (e) all fictitious or assumed name certificates required or permitted (in light of the Partnership’s activities) to be filed on behalf of the Partnership. The power of attorney granted hereby is intended to secure an interest in property and, in addition, the obligations of each relevant Limited Partner under this Agreement and shall be irrevocable.
Section 13.16.      Letter Agreements; Schedules . To the fullest extent permitted by law and notwithstanding the provisions of this Agreement, including Section 13.11 , it is hereby acknowledged and agreed that the General Partner on its own behalf or on behalf of the Partnership without the approval of any Limited Partner or any other Person may enter into a side letter or similar agreement to or with a Limited Partner which has the effect of establishing rights under, or altering or supplementing the terms of, this Agreement. The parties hereto agree that any terms contained in a side letter or similar agreement to or with a Limited Partner shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement. The General Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.
Section 13.17.      Partnership Status . The parties intend to treat the Partnership as a partnership for United States federal income tax purposes.
[ Signature Page Follows ]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as a deed on the date first written above.
General Partner:
Executed as a deed
AMH HOLDINGS GP, LTD.
By: Apollo Management Holdings GP, LLC, its Director

By: /s/   John J. Suydam __________
Name: John J. Suydam
Title: Vice President
Witness: Heather N. Brocksmith ___
Name: Heather N. Brocksmith

Limited Partners:
Executed as a deed
APO CORP.
By: /s/   John J. Suydam __________
Name: John J. Suydam
Title: Vice President
Witness: Heather N. Brocksmith ___
Name: Heather N. Brocksmith








 
Executed as a deed
AP PROFESSIONAL HOLDINGS, L.P.
By: BRH Holdings GP, Ltd.,
       its general partner

By: /s/   John J. Suydam __________
Name: John J. Suydam
Title: Vice President
Witness: Heather N. Brocksmith ___
Name: Heather N. Brocksmith
 

 
 

Annex A


Apollo Principal Holdings I, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings II, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings III, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings IV, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings V, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VI, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VII, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings VIII, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings IX, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings X, L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings XI, LLC and each of its affiliated carry and co-invest vehicles;
Apollo Principal Holdings XII, L.P. and each of its affiliated carry and co-invest vehicles;
AMH Holdings (Cayman), L.P. and each of its affiliated carry and co-invest vehicles;
Apollo Management Holdings, L.P. and each of its affiliated carry and co-invest vehicles



EAST 8275374     1

Exhibit 10.49

EXECUTION VERSION

CONFIDENTIAL




CREDIT AGREEMENT
Dated as of July 11, 2018,
Among
APOLLO MANAGEMENT HOLDINGS, L.P. ,
as the Borrower,
THE GUARANTORS PARTY HERETO ,
THE LENDERS PARTY HERETO ,
THE ISSUING BANKS PARTY HERETO , and
CITIBANK, N.A. ,
as Administrative Agent,
_________________
CITIBANK, N.A. , and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
as Joint Lead Arrangers and Joint Bookrunners,
and
BANK OF AMERICA, N.A. ,
as Syndication Agent


TABLE OF CONTENTS
Page
ARTICLE I Definitions
1
Section 1.01
Defined Terms    1
Section 1.02
Terms Generally    42
Section 1.03
Exchange Rates; Currency Equivalents    43
Section 1.04
Additional Alternate Currencies for Loans    43
Section 1.05
Change of Currency    44
Section 1.06
Timing of Payment or Performance    44
Section 1.07
Times of Day    44
ARTICLE II The Credits
45
Section 2.01
Commitments    45
Section 2.02
Loans and Borrowings    45
Section 2.03
Requests for Borrowings    46
Section 2.04
Swingline Loans    47
Section 2.05
Letters of Credit    49
Section 2.06
Funding of Borrowings    55
Section 2.07
Interest Elections    56
Section 2.08
Termination and Reduction of Commitments    57
Section 2.09
Evidence of Debt    58
Section 2.10
Repayment of Loans    59
Section 2.11
Optional Prepayment of Loans; Cash Collateralization; Letter of Credit Support    60
Section 2.12
Fees    60
Section 2.13
Interest    61
Section 2.14
Alternate Rate of Interest    62
Section 2.15
Increased Costs    64
Section 2.16
Break Funding Payments    65
Section 2.17
Taxes    66
Section 2.18
Payments Generally; Pro Rata Treatment; Sharing of Set-offs    70
Section 2.19
Mitigation Obligations; Replacement of Lenders    71
Section 2.20
Illegality    73
Section 2.21
Incremental Commitments; Other Revolving Loans    73
Section 2.22
Defaulting Lender    80
Section 2.23
Grant of Security    82
ARTICLE III Representations and Warranties
82
Section 3.01
Financial Condition    82
Section 3.02
No Change    82
Section 3.03
Existence; Compliance with Law    82
Section 3.04
Power; Authorization; Enforceable Obligations    83
Section 3.05
No Legal Bar    83
Section 3.06
Litigation    83
Section 3.07
No Default    84
Section 3.08
Taxes    84
Section 3.09
Federal Reserve Regulations    84
Section 3.10
ERISA    84
Section 3.11
Investment Company Act    84
Section 3.12
Information    84
Section 3.13
Use of Proceeds    85
Section 3.14
Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions    85
ARTICLE IV Conditions of Lending
85
Section 4.01
All Credit Events    85
Section 4.02
First Credit Event    86
ARTICLE V Affirmative Covenants
88
Section 5.01
Financial Statements    89
Section 5.02
Certificates; Other Information    89
Section 5.03
Maintenance of Existence; Compliance    89
Section 5.04
Maintenance of Insurance    90
Section 5.05
Books and Records; Discussions    90
Section 5.06
Notices    90
Section 5.07
Additional Guarantors    91
Section 5.08
Use of Proceeds    91
Section 5.09
Change in Private Corporate Rating    91
Section 5.10
Anti-Corruption Laws and Sanctions    91
ARTICLE VI Negative Covenants
91
Section 6.01
Liens    91
Section 6.02
Fundamental Changes; Sales of Material Assets    96
Section 6.03
Amendment to Management Agreements    97
Section 6.04
Financial Covenants    97
Section 6.05
Use of Proceeds    98
ARTICLE VII Events of Default
98
Section 7.01
Events of Default    98
Section 7.02
Treatment of Certain Payments    100
Section 7.03
Right to Cure    101
ARTICLE VIII The Administrative Agent
101
Section 8.01
Appointment    101
Section 8.02
Delegation of Duties    102
Section 8.03
Exculpatory Provisions    102
Section 8.04
Reliance by Administrative Agent    103
Section 8.05
Notice of Default    104
Section 8.06
Non-Reliance on the Administrative Agent and Other Lenders    104
Section 8.07
Indemnification    105
Section 8.08
Agent in Its Individual Capacity    105
Section 8.09
Successor Administrative Agent    106
Section 8.10
Joint Bookrunners, Joint Lead Arrangers and Syndication Agent    106
Section 8.11
Loan Documents    106
Section 8.12
Right to Realize on Collateral and Enforce Guaranties    106
Section 8.13
Withholding Tax    107
Section 8.14
Certain ERISA Matters    108
ARTICLE IX Miscellaneous
110
Section 9.01
Notices; Communications    110
Section 9.02
Survival of Agreement    111
Section 9.03
Binding Effect    111
Section 9.04
Successors and Assigns    111
Section 9.05
Expenses; Indemnity    118
Section 9.06
Right of Set-off    119
Section 9.07
Applicable Law    120
Section 9.08
Waivers; Amendment    120
Section 9.09
Interest Rate Limitation    123
Section 9.10
Entire Agreement    124
Section 9.11
WAIVER OF JURY TRIAL    124
Section 9.12
Severability    124
Section 9.13
Counterparts    124
Section 9.14
Headings    125
Section 9.15
Jurisdiction; Consent to Service of Process    125
Section 9.16
Confidentiality    126
Section 9.17
Platform; Borrower Materials    127
Section 9.18
Release of Liens and Guaranties    128
Section 9.19
Judgment Currency    129
Section 9.20
USA PATRIOT Act Notice    129
Section 9.21
Agency of the Borrower for the Loan Parties    129
Section 9.22
No Liability of the Issuing Banks    129
Section 9.23
Acknowledgement and Consent to Bail-In of EEA Financial Institutions    130
Section 9.24
No Fiduciary Duty, etc.    130
ARTICLE X Guaranty
131
Section 10.01
Guaranty of Payment    131
Section 10.02
Obligations Unconditional    132
Section 10.03
Modifications    132
Section 10.04
Waiver of Rights    133
Section 10.05
Reinstatement    133
Section 10.06
Remedies    133
Section 10.07
Limitation of Guaranty    134

Exhibits and Schedules :

Exhibit A    Form of Assignment and Acceptance
Exhibit B    Form of Administrative Questionnaire
Exhibit C    Form of Borrowing Request
Exhibit D    Form of Swingline Borrowing Request
Exhibit E    Form of Interest Election Request
Exhibit F    Form of Guarantor Joinder Agreement
Exhibit G    Non-Bank Tax Certificate


Schedule 1.01    Designated Lenders on Closing Date
Schedule 2.01    Commitments and Loans
Schedule 6.01(a)    Liens
Schedule 9.01    Notice Information


This CREDIT AGREEMENT, dated as of July 11, 2018 (this “ Agreement ”), is among (i) APOLLO MANAGEMENT HOLDINGS, L.P., a Delaware limited partnership, as the borrower of the Revolving Facility (as defined below) hereunder (including any permitted successor thereof, the “ Borrower ”); (ii) APOLLO PRINCIPAL HOLDINGS I, L.P., a Cayman Islands exempted limited partnership, APOLLO PRINCIPAL HOLDINGS II, L.P., a Cayman Islands exempted limited partnership, APOLLO PRINCIPAL HOLDINGS III, L.P., a Cayman Islands exempted limited partnership, APOLLO PRINCIPAL HOLDINGS IV, L.P., a Cayman Islands exempted limited partnership, APOLLO PRINCIPAL HOLDINGS V, L.P., a Cayman Islands exempted limited partnership, APOLLO PRINCIPAL HOLDINGS VI, L.P., a Cayman Islands exempted limited partnership, APOLLO PRINCIPAL HOLDINGS VII, L.P., a Cayman Islands exempted limited partnership, APOLLO PRINCIPAL HOLDINGS VIII, L.P., a Cayman Islands exempted limited partnership, APOLLO PRINCIPAL HOLDINGS IX, L.P., a Cayman Islands exempted limited partnership, APOLLO PRINCIPAL HOLDINGS X, L.P., a Cayman Islands exempted limited partnership, APOLLO PRINCIPAL HOLDINGS XI, LLC, an Anguilla limited liability company, APOLLO PRINCIPAL HOLDINGS XII, L.P., a Cayman Islands exempted limited partnership, AMH HOLDINGS (CAYMAN), L.P., a Cayman Islands exempted limited partnership, APOLLO MANAGEMENT, L.P., a Delaware limited partnership, APOLLO CAPITAL MANAGEMENT, L.P., a Delaware limited partnership, APOLLO INTERNATIONAL MANAGEMENT, L.P., a Delaware limited partnership, ST HOLDINGS GP, LLC, a Cayman Islands limited liability company, ST MANAGEMENT HOLDINGS, LLC, a Cayman Islands limited liability company, AAA HOLDINGS, L.P., a Guernsey limited partnership (collectively, the “ Initial Guarantors ”); (iii) the other GUARANTORS (as defined below) party hereto from time to time, (iv) the LENDERS (as defined below) party hereto from time to time; (v) the ISSUING BANKS (as defined below) party hereto from time to time; and (vi) CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”).
WHEREAS, the Borrower has requested that the Lenders extend credit hereunder and the Issuing Banks issue Letters of Credit, and the Lenders and the Issuing Banks are willing to do so on the terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
Article I

Definitions
Section 1.01      Defined Terms . As used in this Agreement, the following terms shall have the meanings specified below:
“ ABR ” shall mean, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Effective Rate in effect for such day plus 0.50%, (b) the Prime Rate in effect on such day and (c) the Adjusted LIBO Rate for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided that, for the avoidance of doubt, the LIBO Rate for any day shall be based on the rate determined on such day at approximately 11:00 a.m. (London time) by reference to the ICE Benchmark Administration (or any other person that takes over the administration of such rate) for deposits in Dollars (as displayed on pages LIBOR01 or LIBOR02 of the Reuters Screen that displays such rate or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion); provided , further, that if the ABR rate determined pursuant to this paragraph is below zero, ABR will be deemed to be zero. If the ABR is being used as an alternate rate of interest pursuant to Section 2.14 hereof, then the ABR shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. Any change in such rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the case may be.
“ ABR Borrowing ” shall mean a Borrowing comprised of ABR Loans.
“ ABR Loan ” shall mean any ABR Revolving Loan or Swingline Loan.
“ ABR Revolving Loan ” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II.
“ Acquired Indebtedness ” shall mean (i) Indebtedness of a Subsidiary or Loan Party acquired after the Closing Date or a person merged or combined with any Group Member after the Closing Date and Indebtedness otherwise incurred or assumed by any Group Member in connection with the acquisition of all or substantially all of the assets of, or all or substantially all of the Equity Interests (other than directors’ qualifying shares) not previously held by the Group Members in, or merger, consolidation or amalgamation with, a person or a division or line of business of a person or a controlling interest in a person (or any subsequent investment made in a person, division or line of business previously acquired in any such acquisition), where such acquisition, merger or consolidation is not prohibited by this Agreement; and (ii) any Permitted Refinancing Indebtedness incurred to Refinance any such Indebtedness.
“ Adjusted LIBO Rate ” shall mean, with respect to any Eurocurrency Borrowing denominated in Dollars for any Interest Period, an interest rate per annum equal to (a) the LIBO Rate for Dollars in effect for such Interest Period divided by (b) one minus the Statutory Reserves applicable to such Eurocurrency Borrowing, if any.
“ Administrative Agent ” shall have the meaning assigned to such term in the introductory paragraph of this Agreement, together with its successors and assigns.
“ Administrative Agent Fees ” shall have the meaning assigned to such term in Section 2.12(c).
“ Administrative Questionnaire ” shall mean an Administrative Questionnaire in the form of Exhibit B or such other form supplied by the Administrative Agent.
“ Affiliate ” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified.
“ Agency Fee Letter ” shall mean that certain Agent Fee Letter, dated as of June 13, 2018, by and between the Borrower and the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time .
“ AGM Fund ” shall mean any existing or future pooled investment vehicle sponsored or managed by affiliates of any Group Member and any separate or managed account managed by affiliates of any Group Member that primarily makes investments similar to those made by investment funds. For purposes hereof, “AGM Fund” shall also include related master-feeder funds, parallel funds, co-investment partnerships and alternative investment vehicles established with respect to the foregoing.
“ AGM Group ” shall mean the Public Company and the Group Members.
“ Agreement ” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.
“ Agreement Currency ” shall have the meaning assigned to such term in Section 9.19.
“ Alternate Currency ” shall mean Canadian dollars, Euros, Pound Sterling, Swiss Francs, Yen and any other currency other than Dollars as may be acceptable to the Administrative Agent, each of the Lenders and the applicable Issuing Banks with respect thereto in their sole discretion.
“ Alternate Currency Equivalent ” shall mean, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternate Currency as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the applicable date of determination) for the purchase of such Alternate Currency with such Dollars.
“ Alternate Currency Letter of Credit ” shall mean any Letter of Credit denominated in an Alternate Currency.
“ Alternate Currency Loan ” shall mean any Loan denominated in an Alternate Currency.
“ Alternate Currency Sublimit ” shall have the meaning assigned to such term in Section 2.01(a).
“ Anti-Corruption Laws ” shall mean all laws, rules and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption.
“ Anti-Money Laundering Laws ” shall mean the applicable financial recordkeeping and reporting requirements, including the money laundering statutes of any jurisdiction applicable to the Borrower or its Subsidiaries, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency from time to time.
“ Applicable Commitment Fee ” shall mean for any day (i) with respect to any undrawn Initial Revolving Facility Commitments , the applicable rate per annum set forth below, based upon the (public or private) corporate rating assigned to the Public Company by S&P or Fitch (whichever is higher), as in effect on such date:
Rating
Applicable Commitment Fee
≥ AA-
0.06%
A+
0.07%
A
0.09%
A-
0.11%
BBB+ or lower (or unrated)
0.15%

and (ii) with respect to any Commitment to make Other Revolving Loans, the “Applicable Commitment Fee” set forth in the Incremental Assumption Agreement relating thereto.
If the corporate rating established by S&P or Fitch for the Public Company shall be changed (other than as a result of a change in S&P ’s or Fitch’s rating system), such change shall be effective as of the date on which it is first announced by S&P or Fitch , irrespective of when notice of such change shall have been furnished to the Administrative Agent and the Lenders. Each change in the Applicable Commitment Fee shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If S&P ’s or Fitch’s rating system shall change, or if S&P or Fitch shall cease to be in the business of rating corporate obligors, the Borrower and the Revolving Facility Lenders (acting via a majority) shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from S&P or Fitch.
“ Applicable Margin ” shall mean for any day (i) with respect to any Initial Revolving Loan, the applicable rate per annum set forth below under the caption “Eurocurrency Loans” or “ABR Loans”, as the case may be, based upon the (public or private) corporate rating assigned to the Public Company by S&P or Fitch (whichever is higher), as in effect on such date:
Rating
Eurocurrency Loans
ABR Loans
≥ AA-
0.750%
0.000%
A+
0.875%
0.000%
A
1.000%
0.000%
A-
1.125%
0.125%
BBB+ or lower (or unrated)
1.375%
0.375%

and (ii) with respect to any Other Revolving Loan, the “Applicable Margin” set forth in the Incremental Assumption Agreement relating thereto.
If the corporate rating established by S&P or Fitch for the Public Company shall be changed (other than as a result of a change in S&P ’s or Fitch’s rating system), such change shall be effective as of the date on which it is first announced by S&P or Fitch , irrespective of when notice of such change shall have been furnished to the Administrative Agent and the Lenders. Each change in the Applicable Margin shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If S&P ’s or Fitch’s rating system shall change, or if S&P or Fitch shall cease to be in the business of rating corporate obligors, the Borrower and the Required Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from S&P or Fitch.
“ Approved Fund ” shall have the meaning assigned to such term in Section 9.04(b)(ii).
“ Assets Under Management ” shall mean any and all fee-paying (via management, monitoring, advisory or other fees) assets of the funds, partnerships and accounts to which the Public Company or the Group Members provide investment management, advisory, or certain other investment related services, including, without limitation, capital that such funds, partnerships and accounts have the right to call from investors pursuant to capital commitments, and shall include, without limitation, the sum of: (i) the fair value of the investments of the managed or advised private equity funds, partnerships and accounts, plus the capital that such funds, partnerships and accounts are entitled to call from investors pursuant to capital commitments; (ii) the net asset value of the managed or advised credit funds, partnerships and accounts, other than certain collateralized loan obligations and collateralized debt obligations, which have a fee generating basis other than the mark-to-market value of the underlying assets, plus used or available leverage and/or capital commitments; (iii) the gross asset value or net asset value of the managed or advised real assets funds, partnerships and accounts and the structured portfolio company investments of the managed or advised funds, partnerships and accounts, which include the leverage used by such structured portfolio company investments; (iv) the incremental value associated with the reinsurance investments of the managed or advised portfolio company assets; and (v) the fair value of any other managed or advised assets for the managed or advised funds, partnerships and accounts plus unused credit facilities, including capital commitments to such funds, partnerships and accounts for investments that may require pre-qualification or other conditions before investment, plus any other capital commitments to such funds, partnerships and accounts available for investment that are not otherwise included in the clauses above.
“ Assignee ” shall have the meaning assigned to such term in Section 9.04(b)(i).
“ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an Assignee, and accepted by the Administrative Agent and the Borrower (if required by Section 9.04), in the form of Exhibit A or such other form (including electronic documentation generated by use of an electronic platform) as shall be approved by the Administrative Agent and reasonably satisfactory to the Borrower.
“ Availability Period ” shall mean, with respect to any Class of Revolving Facility Commitments, the period from and including the Closing Date (or, if later, the effective date for such Class of Revolving Facility Commitments) to but excluding the earlier of the Maturity Date for such Class and, in the case of each of the Revolving Facility Loans, Revolving Facility Borrowings, Swingline Loans, Swingline Borrowings and Letters of Credit, the date of termination of the Revolving Facility Commitments of such Class.
“ Available Unused Commitment ” shall mean, with respect to a Revolving Facility Lender under any Class of Revolving Facility Commitments at any time, an amount equal to the amount by which (a) the applicable Revolving Facility Commitment of such Revolving Facility Lender at such time exceeds (b) the applicable Revolving Facility Credit Exposure of such Revolving Facility Lender at such time.
“ Bail-In Action ” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
“ Bail-In Legislation ” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
“ Bankruptcy Code ” shall mean Title 11 of the United States Code, as amended, or any similar federal law for the relief of debtors.
“ Beneficial Ownership Certification ” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230.

“ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
“ Board ” shall mean the Board of Governors of the Federal Reserve System of the United States of America.
“ Board of Directors ” shall mean, as to any person, the board of directors or other governing body of such person, or if such person is not a corporation and is owned or managed by a single entity, the board of directors or other governing body of such entity.
“ Borrower ” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.
“ Borrower Materials ” shall have the meaning assigned to such term in Section 9.17.
“ Borrowing ” shall mean a group of Loans of a single Type under a single Facility in the same currency, and made on a single date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect.
“ Borrowing Minimum ” shall mean (a) in the case of Eurocurrency Loans, $1,000,000, (b) in the case of ABR Loans, $1,000,000 and (c) in the case of Swingline Loans, $500,000 . Any Loans in an Alternate Currency shall satisfy these minimum thresholds on a Dollar Equivalent basis.
“ Borrowing Multiple ” shall mean (a) in the case of Eurocurrency Loans, $100,000, (b) in the case of ABR Loans, $100,000 and (c) in the case of Swingline Loans, $100,000 . Any Loans in an Alternate Currency shall satisfy these thresholds on a Dollar Equivalent basis.
“ Borrowing Request ” shall mean a request by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C or another form approved by the Administrative Agent .
“ Business Day ” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that (a) when used in connection with a Eurocurrency Loan denominated in Dollars, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollars in the London interbank market, (b) when used in connection with a Eurocurrency Loan denominated in Euro, the term “Business Day” shall also exclude any day on which the TARGET payment system is not open for the settlement of payments in Euro, (c) when used in connection with a Eurocurrency Loan denominated in Pound Sterling, Swiss Francs or Yen, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Pound Sterling, Swiss Francs or Yen deposits, as applicable, in the London interbank market, (d) when used in connection with a Eurocurrency Loan denominated in Canadian dollars, the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits in Canadian dollars in the interbank eurocurrency market and (e) when used in connection with a Eurocurrency Loan denominated in any other Alternate Currency, the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits in such currency in the London or other applicable offshore interbank market for such currency.
“ Capital Lease ” shall mean, as applied to any person, any lease of any property (whether real, personal or mixed) by that person as lessee that, in conformity with GAAP, is, or is required to be, accounted for as a capital lease on the balance sheet of that person.
“ Capitalized Lease Obligations ” shall mean, as applied to any person, all obligations under Capital Leases of such person or any of its subsidiaries, in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP.
“ Cash Collateral ” shall mean the collective reference to (a) all cash, instruments, securities, other financial assets and funds deposited from time to time in the Cash Collateral Account; (b) all investments of funds in the Cash Collateral Account and all instruments, securities and other financial assets evidencing such investments; (c) all interest, dividends, cash, instruments, securities and other financial assets and other property received in respect of, or as proceeds of, or in substitution or exchange for, any of the foregoing; and (d) any security entitlement to any of the foregoing.
“ Cash Collateral Account ” shall mean, collectively, any accounts as may be agreed by the Administrative Agent and the Borrower established at the office of Citibank, N.A., for the Administrative Agent as entitlement holder thereto, and designated “Citibank, N.A., Apollo Management Holdings, L.P., Cash Collateral Account” and “Citibank, N.A., Apollo Management Holdings, L.P., Permanent Cash Collateral Account” respectively (or such other designation as may be agreed between the Administrative Agent and the Borrower), with such abbreviations as may be required to comply with Citibank, N.A.’s operating systems.
“ Cash Collateralize ” shall mean to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Lenders, as collateral for Revolving Facility Credit Exposure (other than Revolving L/C Exposure), Cash Collateral, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, and “ Cash Collateralization ” shall have a meaning correlative thereto.
“ Cash Management Agreement ” shall mean any agreement to provide to any Group Member cash management services for collections, treasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and interstate depository network services), any demand deposit, payroll, trust or operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other cash management services, including electronic funds transfer services, lockbox services, stop payment services and wire transfer services, in each case as such agreement may be amended, renewed, extended, supplemented, restated or otherwise modified from time to time.
“ Cash Management Bank ” shall mean any person that, at the time it enters into a Cash Management Agreement (or on the Closing Date), is the Administrative Agent, a Joint Lead Arranger, a Lender or an Affiliate of any such person, in each case, in its capacity as a party to such Cash Management Agreement.
“ CDOR ” shall mean, for any Interest Period with respect to any Eurocurrency Borrowing denominated in Canadian dollars, the rate per annum equal to the Canadian Dealer Offered Rate, or any comparable or successor rate which rate is approved by the Administrative Agent (after consultation with the Borrower), as published on the applicable Bloomberg screen page (or, if such rate is unavailable, such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time in its reasonable discretion) at approximately 10:00 a.m., Toronto, Ontario time, on the first day of such Interest Period (or such other day as would be generally treated as the rate fixing day for such Interest Period by market practice in such interbank market, as reasonably determined by the Administrative Agent) (or if such day is not a Business Day, then on the immediately preceding Business Day with a term equivalent to such Interest Period); provided , that if the CDOR rate determined pursuant to this paragraph is below zero, CDOR will be deemed to be zero.
“ CFC ” shall mean a “controlled foreign corporation” within the meaning of section 957(a) of the Code.
“ Change in Control ” shall be deemed to occur if any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provision), other than a Continuing AGM Person, becomes the “beneficial owner” (within the meaning of Rule 13d-3 and 13d-5 under the Exchange Act or any successor provision) of (i) a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Public Company and (ii) a majority of the economic interests in the Public Company.
“ Change in Law ” shall mean (a)   the adoption of any law, rule or regulation after the Closing Date, (b) any change in law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender or Issuing Bank (or, for purposes of Section 2.15(b), by any Lending Office of such Lender or Issuing Bank or by such Lender’s or such Issuing Bank’s holding company, if any) with any written request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Closing Date; provided , however, that notwithstanding anything herein to the contrary, (x) all requests, rules, guidelines or directives under or issued in connection with the Dodd‑Frank Wall Street Reform and Consumer Protection Act, all interpretations and applications thereof and any compliance by a Lender with any request, rule, guideline or directive relating thereto and (y) all requests, rules, guidelines or directives promulgated under or in connection with, all interpretations and applications of, or any compliance by a Lender or Issuing Bank with any request or directive relating to International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case under these clauses (x) and (y) be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued, but, in each case, only to the extent a Lender is imposing applicable increased costs or costs in connection with capital adequacy or liquidity requirements similar to those described in clauses (a) and (b) of Section 2.15 generally on other borrowers of loans under U.S. cash flow revolving credit facilities.
“ Charges ” shall have the meaning assigned to such term in Section 9.09.
“ Class ” shall mean, (a) when used in respect of any Loan or Borrowing, whether such Loan or the Loans comprising such Borrowing are Initial Revolving Loans or Other Revolving Loans (and whether such Other Revolving Loans are Other Incremental Revolving Loans, Extended Revolving Loans or Replacement Revolving Loans); and (b) when used in respect of any Commitment, whether such Commitment is in respect of a commitment to make Other Revolving Loans (and whether such Other Revolving Loans are Other Incremental Revolving Loans, Extended Revolving Loans or Replacement Revolving Loans). Other Revolving Loans that have different terms and conditions (together with the Commitments in respect thereof) from the Initial Revolving Loans or from Other Revolving Loans, as applicable, shall be construed to be in separate and distinct Classes.
“ Closing Date ” shall mean July 11, 2018.
“ Code ” shall mean the Internal Revenue Code of 1986, as amended.
“ Collateral ” shall mean the collective reference to the Cash Collateral and the Cash Collateral Account (and shall include, for the avoidance of doubt, any Letter of Credit Support).
“ Combined Debt ” at any date shall mean the sum of (without duplication) all Indebtedness of the Group Members of the type described in clauses (a), (b) and (e) of the definition of Indebtedness (for clarification purposes, which shall exclude letters of credit or bank guaranties, to the extent undrawn) on such date determined on a combined basis as provided in Section 1.02 in accordance with GAAP; provided , however, that in any event “Combined Debt” shall exclude any Indebtedness in respect of any AGM Fund and/or consolidated variable interest entity that is consolidated into a Group Member.
“ Combined Net Income ” shall mean, with respect to the Management Group Members for any period, the aggregate of the Net Income of the Management Group Members for such period, on a combined basis as provided in Section 1.02; provided , however, that, without duplication,
(i)    any extraordinary, nonrecurring or unusual gains or losses or income or expense or charge (less all fees and expenses relating thereto), including any expenses or charges in connection with the establishment of, or fundraising for, any new fund (whether or not successful), severance, relocation or other restructuring expenses, any expenses related to any New Project or any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to facilities closing costs, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, acquisition integration costs, facilities opening costs, signing, retention or completion bonuses, and expenses or charges related to any offering of Equity Interests or debt securities of any Management Group Member, Parent Entity or the Public Company, any investment, acquisition, disposition, recapitalization or issuance, repayment, refinancing, amendment or modification of Indebtedness (in each case, whether or not successful), and any fees, expenses, charges or change in control payments related to the Transactions (including any costs relating to auditing prior periods, any transition-related expenses, and Transaction expenses incurred before, on or after the Closing Date), in each case, shall be excluded,
(ii)    any income or loss from disposed of, abandoned, closed or discontinued operations or fixed assets and any gain or loss on the dispositions of disposed of, abandoned, closed or discontinued operations or fixed assets shall be excluded,
(iii)    any gain or loss (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the management of the Borrower) shall be excluded,
(iv)    any income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness, Hedging Agreements or other derivative instruments shall be excluded,
(v)    (A)    the Net Income for such period of any person that is not a subsidiary of such person or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the referent person or a subsidiary thereof in respect of such period and (B) the Net Income for such period shall include any dividend, distribution or other payment in cash (or to the extent converted into cash) received by the referent person or a subsidiary thereof from any person in excess of, but without duplication of, the amounts included in subclause (A),
(vi)    the cumulative effect of a change in accounting principles during such period shall be excluded,
(vii)    effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such person and its subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,
(viii)    any impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles and other fair value adjustments relating to impairments and amortization arising pursuant to GAAP, shall be excluded,
(ix)    any non-cash compensation charge or expenses realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights shall be excluded,
(x)    accruals and reserves that are established or adjusted within twelve months after the Closing Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded,
(xi)    non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretation shall be excluded,
(xii)    any non-cash charges for deferred tax asset valuation allowances shall be excluded,
(xiii)    any currency translation gains and losses related to currency remeasurements of Indebtedness, and any net loss or gain resulting from Hedging Agreements for currency exchange risk, shall be excluded,
(xiv)    any deductions attributable to minority interests shall be excluded,
(xv)    (A) the non-cash portion of “straight-line” rent expense shall be excluded and (B) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included,
(xvi)    (A) to the extent covered by insurance and actually reimbursed, or, so long as such person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (x) not denied by the applicable carrier in writing within 180 days and (y) in fact reimbursed within 365 days following the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded; and (B) amounts estimated in good faith to be received from insurance in respect of lost revenues or earnings in respect of liability or casualty events or business interruption shall be included (with a deduction for amounts actually received up to such estimated amount to the extent included in Net Income in a future period),
(xvii)    without duplication, an amount equal to the amount of distributions actually made to any parent or equity holder of such person that is not a Management Group Member during such period to the extent that the proceeds thereof are used to pay the tax liability of such parent or equity holder to any relevant jurisdiction attributable to the income of the Management Group Members shall be included as though such amounts had been paid as income taxes directly by such person for such period,
(xviii)    the operating results in respect of any AGM Fund and/or consolidated variable interest entity that is consolidated into a Group Member shall be excluded, and
(xix) any carry-related clawbacks (cash or non-cash) shall be excluded.
“ Commitment Fee ” shall have the meaning assigned to such term in Section 2.12(a).
“ Commitments ” shall mean (a) with respect to any Lender, such Lender’s Revolving Facility Commitment and (b) with respect to any Swingline Lender, its Swingline Commitment (it being understood that a Swingline Commitment does not increase the applicable Swingline Lender’s Revolving Facility Commitment).
“ Conduit Lender ” shall mean any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender; provided further that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Sections 2.15, 2.16, 2.17 or 9.05 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender unless the designation of such Conduit Lender is made with the prior written consent of the Borrower (not to be unreasonably withheld or delayed), which consent shall specify that it is being made pursuant to the proviso in the definition of Conduit Lender and provided that the designating Lender provides such information as the Borrower reasonably requests in order for the Borrower to determine whether to provide its consent or (b) be deemed to have any Commitment.
“ Confidential Information Memorandum ” shall mean the Confidential Information Memorandum with respect to the Facility dated June 13, 2018.
“ Continuing AGM Person ” shall mean, immediately prior to and immediately following any relevant date of determination, (a) an individual who (i) is an executive of any entity in the AGM Group, (ii) devotes substantially all of his or her business and professional time to the activities of any entity in the AGM Group and (iii) did not become an executive of any entity in the AGM Group or begin devoting substantially all of his or her business and professional time to the activities of any entity in the AGM Group in contemplation of a Change in Control, (b) any person in which any one or more of such individuals directly or indirectly, singly or as a group, holds a majority of the controlling interests, (c) any person that is a family member of such individual or individuals or (d) any trust for which such individual acts as a trustee or beneficiary.
“ Continuing Letter of Credit ” shall have the meaning assigned to such term in Section 2.05(k).
“ Control ” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and “ Controlling ” and “ Controlled ” shall have meanings correlative thereto.
“ Credit Event ” shall have the meaning assigned to such term in Article IV.
“ Cure Amount ” shall have the meaning assigned to such term in Section 7.03.
“ Cure Right ” shall have the meaning assigned to such term in Section 7.03.
“ Debtor Relief Laws ” shall mean the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States of America or other applicable jurisdictions from time to time in effect.
“ Default ” shall mean any event or condition that upon notice, lapse of time or both would constitute an Event of Default.
“ Defaulting Lender ” shall mean, subject to Section 2.22, any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Swingline Lender, the Administrative Agent or any Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder or generally under other agreements in which it commits to extend credit, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under (x) any Debtor Relief Law or (y) a Bail-In Action or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.22) upon delivery by the Administrative Agent of written notice of such determination to the Borrower, each Issuing Bank, the Swingline Lender and each other Lender.
“ Designated Lenders ” shall mean the Lenders listed in Schedule 1.01, which such Schedule may be amended, supplemented and/or otherwise modified from time to time after the Closing Date as agreed between the Borrower and the Administrative Agent (and without consent of any other person, notwithstanding the provisions of Section 9.08(b)) and as shall be delivered to the Lenders.
“ Disqualified Stock ” shall mean, with respect to any person, any Equity Interests of such person that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Loan Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in each case, prior to the date that is ninety-one (91) days after the latest Maturity Date in effect at the time of issuance thereof ( provided that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock). Notwithstanding the foregoing: (i) any Equity Interests issued to any employee or to any plan for the benefit of employees of the Group Members or by any such plan to such employees shall not constitute Disqualified Stock solely because they may be required to be repurchased by the Group Members in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability and (ii) any class of Equity Interests of such person that by its terms authorizes such person to satisfy its obligations thereunder by delivery of Equity Interests that are not Disqualified Stock shall not be deemed to be Disqualified Stock.
“ Dollar Equivalent ” shall mean, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b)  with respect to any amount denominated in any Alternate Currency, or any other currency other than Dollars, the equivalent amount thereof in Dollars as reasonably determined by the Administrative Agent, at such time on the basis of the Spot Rate (determined in respect of the applicable date of determination) for the purchase of Dollars with such Alternate Currency or other currency.
“ Dollars ” or “ $ ” shall mean lawful money of the United States of America.
“ Dollar Loan ” shall mean any Loan denominated in Dollars.
“ EBITDA ” of the Group Members for any trailing period of twelve months shall mean the sum of (a) Management EBITDA and (b) Realized Performance Revenues.
“ EEA Financial Institution ” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“ EEA Member Country ” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“ EEA Resolution Authority ” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“ EMU Legislation ” shall mean the legislative measures of the European Council for the introduction of, changeover to, or operation of, a single or unified European currency.
“ Equity Interests ” of any person shall mean any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such person, including any preferred stock, any limited or general partnership interest and any limited liability company interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.
“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time and any final regulations promulgated and the rulings issued thereunder.
“ EU Bail-In Legislation Schedule ” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“ Euro ” shall mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.
“ Eurocurrency Borrowing ” shall mean a Borrowing comprised of Eurocurrency Loans.
“ Eurocurrency Loan ” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate or CDOR in accordance with the provisions of Article II.
“ Eurocurrency Revolving Facility Borrowing ” shall mean a Borrowing comprised of Eurocurrency Loans.
“ Event of Default ” shall have the meaning assigned to such term in Section 7.01.
“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.
“ Excluded Taxes ” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (i) Taxes imposed on or measured by net income (however denominated, and including (for the avoidance of doubt) any backup withholding in respect thereof under Section 3406 of the Code or any similar provision of state, local or foreign law), branch profits Taxes and franchise Taxes, in each case by a jurisdiction (including any political subdivision thereof) (A) as a result of such recipient being organized in, having its principal office in, or in the case of any Lender, having its applicable lending office in, such jurisdiction, or (B) as a result of any other present or former connection with such jurisdiction (other than any such connection arising solely from this Agreement or any other Loan Documents or any transactions contemplated thereunder, including any such connection arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement or any other Loan document, sold or assigned an interest in any Loan or Loan Document), (ii) U.S. federal withholding Tax imposed on any payment by or on account of any obligation of any Loan Party hereunder or under any other Loan Document that is required to be imposed on amounts payable to a Lender (other than to the extent such Lender is an assignee pursuant to a request by the Borrower under Section 2.19(b) or 2.19(c)) pursuant to laws in force at the time such Lender becomes a party hereto (or designates a new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new lending office (or assignment), to receive additional amounts or indemnification payments from any Loan Party with respect to such withholding Tax pursuant to Section 2.17 , (iii) any withholding Tax imposed on any payment by or on account of any obligation of any Loan Party hereunder or under any other Loan Document that is attributable to the Administrative Agent’s, any Lender’s or any other recipient’s failure to comply with Section 2.17(d), (e) or (h), or (iv) any Tax imposed under FATCA.
“ Existing Credit Agreement ” shall mean the Credit Agreement, dated as of December 18, 2013, among Apollo Management Holdings , L.P. , as the term facility borrower and the revolving facility borrower, the affiliates of Apollo Management Holdings, L.P. party thereto, as other revolving facility borrowers, the guarantors party thereto, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as supplemented by Supplement No. 1, dated as of January 30, 2015, Supplement No. 2, dated as of February 1, 2016, and amended by the Amendment No. 1 to the Credit Agreement, dated as of March 11, 2016 , as such Credit Agreement was in effect immediately prior to the Closing Date.
“ Extended Revolving Facility Commitment ” shall have the meaning assigned to such term in Section 2.21(e).
“ Extended Revolving Loan ” shall have the meaning assigned to such term in Section 2.21(e).
“ Extending Lender ” shall have the meaning assigned to such term in Section 2.21(e).
“ Extension ” shall have the meaning assigned to such term in Section 2.21(e).
“ Facility ” shall mean the respective facility and commitments utilized in making Loans and credit extensions hereunder; it being understood that, as of the Closing Date, there is one Facility ( i.e. , the Initial Revolving Facility) and, thereafter, the term “Facility” may include any other Class of Commitments and the extensions of credit thereunder .
“ FATCA ” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), or any Treasury regulations promulgated thereunder or official administrative interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.
“ Federal Funds Effective Rate ” shall mean, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate, provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to zero for the purposes of this Agreement.
“ Fee Letter ” shall mean that certain Fee Letter, dated as of June 13, 2018, by and between the Borrower and the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time .
“ Fees ” shall mean the Commitment Fees, the L/C Participation Fees, the Issuing Bank Fees and the Administrative Agent Fees .
“ Financial Officer ” of any person shall mean the Chief Financial Officer, principal accounting officer, Treasurer, Assistant Treasurer or Controller of such person.
“ Financial Performance Covenant ” shall have the meaning assigned to such term in Section 6.04.
“ Fitch ” shall mean Fitch Ratings, Inc. and its successors and assigns.
“ Foreign Lender ” shall mean any Lender (a) that is not disregarded as separate from its owner for U.S. federal income tax purposes and that is not a “United States person” as defined by Section 7701(a)(30) of the Code or (b) that is disregarded as separate from its owner for U.S. federal income tax purposes and whose regarded owner is not a “United States person” as defined in Section 7701(a)(30) of the Code.
“ Fronting Exposure ” shall mean, at any time there is a Defaulting Lender, (a)   with respect to any Issuing Bank, such Defaulting Lender’s Revolving Facility Percentage of the Revolving L/C Exposure with respect to Letters of Credit issued by such Issuing Bank (other than such Revolving L/C Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Facility Lenders or Letter of Credit Support has been provided in accordance with the terms hereof) and (b) with respect to the Swingline Lender, such Defaulting Lender’s Swingline Exposure other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Facility Lenders in accordance with the terms hereof.
“ GAAP ” shall mean generally accepted accounting principles in effect from time to time in the United States of America, applied on a consistent basis, subject to (i) the provisions of Section 1.02 and (ii) the Specified Exception . Notwithstanding anything to the contrary, all financial terms in the Loan Documents that are determined in accordance with GAAP shall exclude the effects of any consolidation or inclusion of any AGM Fund or variable interest entity .
“ Governmental Authority ” shall mean any federal, state, provincial, territorial, municipal, local or foreign court or governmental agency, authority, instrumentality, regulatory, taxing or legislative body.
“ Group Members ” shall mean the collective reference to the Loan Parties and their Subsidiaries (and, for the avoidance of doubt, shall include the Management Group Members).
“ guarantor ” shall have the meaning assigned to such term in the definition of the term “Guaranty”.
“ Guarantor Joinder Agreement ” shall mean a Guarantor Joinder Agreement executed by a new Guarantor and the Administrative Agent in substantially the form of Exhibit F or such other form agreed to by the Borrower and the Administrative Agent.
“ Guarantors ” shal l mean the Initial Guarantors and any other person that becomes a Guarantor hereunder pursuant to Section 5.07.
“ Guaranty ” of or by any person (the “ guarantor ”) shall mean (a) any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (iv) entered into for the purpose of assuring in any other manner the holders of such Indebtedness or other obligation of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of the guarantor securing any Indebtedness or other obligation (or any existing right, contingent or otherwise, of the holder of Indebtedness or other obligation to be secured by such a Lien) of any other person, whether or not such Indebtedness or other obligation is assumed by the guarantor; provided , however, that the term “Guaranty” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets not prohibited by this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guaranty shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guaranty is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such person in good faith.
“ Hedge Bank ” shall mean any person that, at the time it enters into a Hedging Agreement (or on the Closing Date), is the Administrative Agent, a Joint Lead Arranger a Lender or an Affiliate of any such person, in each case of the foregoing, in its capacity as a party to such Hedging Agreement.
“ Hedging Agreement ” shall mean any agreement with respect to any swap, forward, future or derivative transaction, or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value, or credit spread transaction, repurchase transaction, reserve repurchase transaction, securities lending transaction, weather index transaction, spot contracts, fixed price physical delivery contracts, or any similar transaction or any combination of these transactions, in each case of the foregoing, whether or not exchange traded; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Group Members shall be a Hedging Agreement.
“ Increased Amount ” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness or in the form of common stock of the Borrower, the accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies.
“ Incremental Amount ” shall mean, with respect to the Revolving Facility, at any time, an aggregate amount not to exceed:
(i)    the excess (if any) of (a) $250,000,000 over (b) the aggregate amount of all Incremental Revolving Facility Commitments established after the Closing Date and prior to such time pursuant to Section 2.21 by utilizing this clause (i) (other than in respect of Extended Revolving Facility Commitments or Replacement Revolving Facility Commitments); plus
(ii)    any additional amounts so long as after giving effect to the establishment of the commitments in respect thereof (and assuming such commitments are fully drawn) and the use of proceeds of the loans thereunder, the Net Leverage Ratio as of the date of the most recent financial statements required to be delivered pursuant to Section 5.01(a) or (b), calculated on a Pro Forma Basis, is not greater than 4.00 to 1.00; provided that, for purposes of this clause (ii), net cash proceeds of Incremental Revolving Loans incurred at such time shall not be netted against the applicable amount of Combined Debt for purposes of such calculation of the Net Leverage Ratio.
“ Incremental Assumption Agreement ” shall mean an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and the applicable Lenders.
“ Incremental Commitment ” shall mean an Incremental Revolving Facility Commitment.
“ Incremental Revolving Facility Commitment ” shall mean the commitment of any Lender established pursuant to Section 2.21 to make Incremental Revolving Loans to the Borrower.
“ Incremental Revolving Facility Lender ” shall mean a Lender with an Incremental Revolving Facility Commitment or an outstanding Incremental Revolving Loan.
“ Incremental Revolving Loan ” shall mean (i) to the extent permitted by Section 2.21 and provided for in the relevant Incremental Assumption Agreement, Revolving Facility Loans made by one or more Revolving Facility Lenders to the Borrower pursuant to an Incremental Revolving Facility Commitment to make additional Initial Revolving Loans, (ii) to the extent permitted by Section 2.21 and provided for in the relevant Incremental Assumption Agreement, Other Incremental Revolving Loans, or (iii) any of the foregoing.
“ Indebtedness ” of any person shall mean, if and to the extent (other than with respect to clause (i)) the same would constitute indebtedness or a liability on a balance sheet prepared in accordance with GAAP, without duplication, (a) all obligations of such person for borrowed money, (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person, (d) all obligations of such person issued or assumed as the deferred purchase price of property or services (other than such obligations accrued in the ordinary course), to the extent that the same would be required to be shown as a long term liability on a balance sheet prepared in accordance with GAAP, (e) all Capitalized Lease Obligations of such person, (f) all net payments that such person would have to make in the event of an early termination, on the date Indebtedness of such person is being determined, in respect of outstanding Hedging Agreements, (g) the principal component of all obligations, contingent or otherwise, of such person as an account party in respect of letters of credit and bank guarantees, (h) the principal component of all obligations of such person in respect of bankers’ acceptances, (i) all Guaranties by such person of Indebtedness described in clauses (a) to (h) above and (j) the amount of all obligations of such person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Stock); provided that Indebtedness shall not include (A) trade and other ordinary-course payables, accrued expenses, and intercompany liabilities among Group Members arising in the ordinary course of business or consistent with past practice or industry norm, (B) prepaid or deferred revenue, (C) purchase price holdbacks arising in the ordinary course of business or consistent with past practice in respect of a portion of the purchase price of an asset to satisfy unperformed obligations of the seller of such asset, (D) earn-out obligations until such obligations become a liability on the balance sheet of such person in accordance with GAAP, or (E) in the case of the Group Members, (I) all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business or consistent with past practice or industry norm and (II) intercompany liabilities in connection with the cash management, tax and accounting operations of the Group Members. The Indebtedness of any person shall include the Indebtedness of any partnership in which such person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness limits the liability of such person in respect thereof.
“ Indemnified Taxes ” shall mean all Taxes imposed on or with respect to or measured by any payment by or on account of any obligation of any Loan Party hereunder or under any other Loan Document other than (a) Excluded Taxes and (b) Other Taxes.
“ Indemnitee ” shall have the meaning assigned to such term in Section 9.05(b).
“ Ineligible Institution ” shall mean (i) the persons identified in writing to the Administrative Agent by the Borrower on or prior to the Closing Date and (ii) as may be identified in writing to the Administrative Agent by the Borrower from time to time thereafter, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), by delivery of a notice thereof to the Administrative Agent setting forth such person or persons; provided that “Ineligible Institutions” shall exclude any Person that the Borrower has designated as no longer being an “Ineligible Institution” by written notice delivered to the Administrative Agent from time to time. Notwithstanding the right of the Borrower to supplement the list of Ineligible Institutions, in no event shall any such supplement apply retroactively to disqualify any Person that was a Lender or a participant prior to the effectiveness of any such supplement. Any supplement to the list of Ineligible Institutions pursuant to clause (ii) above shall take effect three Business Day after such notice is received by the Administrative Agent (it being understood that no such supplement to the list of Ineligible Institutions shall operate to disqualify any Person that is already a Lender or that is party to a pending trade).
“ Initial Guarantors ” shall have the meaning set forth in the preamble hereto.
“ Initial Letter of Credit Commitment ” shall have the meaning assigned to such term in the definition of Letter of Credit Commitment.
“ Initial Revolving Facility ” shall mean the Initial Revolving Facility Commitments and the Initial Revolving Loans.
“ Initial Revolving Facility Commitments ” shall mean the Revolving Facility Commitments (i) in effect on the Closing Date (as the same may be amended from time to time in accordance with this Agreement) or (ii) to the extent permitted by Section 2.21 and provided for in the relevant Incremental Assumption Agreement, established pursuant to any Incremental Assumption Agreement on the same terms as the Revolving Facility Commitments referred to in clause (i) of this definition. The aggregate amount of the Revolving Facility Lenders’ Initial Revolving Facility Commitments in effect on the Closing Date is $750,000,000.
“ Initial Revolving Loan ” shall mean a Revolving Facility Loan made pursuant to the Initial Revolving Facility Commitments.
“ Interest Election Request ” shall mean a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.07 and substantially in the form of Exhibit E or another form approved by the Administrative Agent and the Borrower.
“ Interest Payment Date ” shall mean, (a) with respect to any Eurocurrency Loan, (i) the last day of the Interest Period applicable to the Borrowing of which such Loan is a part, (ii) in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing and (iii) in addition, the date of any refinancing or conversion of such Borrowing with or to a Borrowing of a different Type, and (b) with respect to any ABR Loan, the last Business Day of each calendar quarter, and (c) with respect to any Swingline Loan, the day that such Swingline Loan is required to be repaid pursuant to Section 2.09(a) .
“ Interest Period ” shall mean, as to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter (or 12 months or any such shorter period, if at the time of the relevant Borrowing, all Lenders make interest periods of such length available (in the case of any such shorter period, if agreed to by the Administrative Agent)) as the Borrower may elect; provided , however, that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.
“ Interpolated Screen Rate ” shall mean, in relation to the LIBO Rate for any Loan, the rate which results from interpolating on a linear basis between (a) the rate appearing on the ICE Benchmark Administration page (or on any successor or substitute page of such service) for the longest period (for which that rate is available) which is less than the Interest Period for such Loan and (b) the rate appearing on the ICE Benchmark Administration page (or on any successor or substitute page of such service) for the shortest period (for which that rate is available) which exceeds the Interest Period for such Loan each as of approximately 11:00 A.M. London time, two Business Days prior to the commencement of such Interest Period; provided that if any Interpolated Screen Rate shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement.
“ Investment Grade Bank ” means a commercial bank that is (a) rated BBB- or higher by S&P or Baa3 or higher by Moody’s and (b) domiciled in Canada, France, Germany, Italy, Japan, the United Kingdom or the United States.
“ Issuing Bank ” shall mean (a) with respect to the Initial Revolving Facility, (i) on the Closing Date, Citibank, N.A. and Bank of America, N.A. and (ii) each other Issuing Bank designated pursuant to Section 2.05(i) or 2.05(l), in each case in its capacity as an issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.05(i) and (b) with respect to any other Revolving Facility, as set forth in the Incremental Assumption Agreement with respect thereto with such Issuing Bank’s consent. An Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.
“ Issuing Bank Fees ” shall have the meaning assigned to such term in Section 2.12(b).
“ Joint Bookrunners ” shall mean the persons identified as such on the title page of this Agreement.
“ Joint Lead Arrangers ” shall mean shall mean the persons identified as such on the title page of this Agreement.
“ Judgment Currency ” shall have the meaning assigned to such term in Section 9.19.
“ L/C Disbursement ” shall mean a payment or disbursement made by an Issuing Bank pursuant to a Letter of Credit.
“ L/C Participation Fee ” shall have the meaning assigned to such term in Section 2.12(b).
“ Lender ” shall mean each financial institution listed on Schedule 2.01 (other than any such person that has ceased to be a party hereto pursuant to an Assignment and Acceptance in accordance with Section 9.04), as well as any person that becomes a “Lender” hereunder pursuant to Section 9.04 or Section 2.21. Unless the context clearly indicates otherwise, the term “Lenders” shall include any Swingline Lender.
“ Lender Parties ” shall mean, collectively, the Administrative Agent, each Lender, each Issuing Bank and each sub-agent appointed pursuant to Section 8.02 by the Administrative Agent.
“ Lending Office ” shall mean, as to any Lender, the applicable branch, office or Affiliate of such Lender designated by such Lender to make Loans.
“ Letter of Credit ” shall have the meaning assigned to such term in Section 2.05 of this Agreement and shall include any Alternate Currency Letter of Credit.
“ Letter of Credit Commitment ” shall mean, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit pursuant to Section 2.05 in an aggregate undrawn, unexpired face Dollar Equivalent amount plus the aggregate unreimbursed drawn Dollar Equivalent amount thereof at any time not to exceed the amount set forth under the heading “Letter of Credit Commitment” opposite such Issuing Bank’s name on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Issuing Bank becomes a party hereto (its “Initial Letter of Credit Commitment”), in each case, as the same may be changed from time to time pursuant to the terms hereof; provided, that the amount of any Issuing Bank’s Letter of Credit Commitment may be (i) increased subject only to the consent of such Issuing Bank and the Borrower (and notified to the Administrative Agent), (ii) decreased, but only to the extent it is not decreased below the Initial Letter of Credit Commitment of such Issuing Bank, subject only to the consent of such Issuing Bank and the Borrower (and notified to the Administrative Agent) or (iii) decreased at the option of the Borrower on a ratable basis for each Issuing Bank outstanding at the time of such reduction (and notified to the Issuing Banks and the Administrative Agent).
“ Letter of Credit Sublimit ” shall mean the aggregate Letter of Credit Commitments of the Issuing Banks, in an amount not to exceed $100,000,000 (or the equivalent thereof in an Alternate Currency).
“ Letter of Credit Support ” shall mean a pledge or delivery to the Administrative Agent, for deposit in the Cash Collateral Account, for the benefit of one or more of the Issuing Banks or Revolving Facility Lenders, as collateral for Revolving L/C Exposure or obligations of the Revolving Facility Lenders to fund participations in respect of Revolving L/C Exposure, of cash or deposit account balances or, if the Administrative Agent and each Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and each applicable Issuing Bank ( provided , however, that any Letter of Credit Support relating to any Continuing Letter of Credit shall be delivered to, and deposited with, the applicable Issuing Bank).
“ LIBO Rate ” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, the applicable LIBO Screen Rate as of 11:00 a.m., New York time on the Quotation Day; provided further that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the Interpolated Screen Rate.
“ LIBO Screen Rate ” shall mean , in respect of the LIBO Rate for any Interest Period, a rate per annum equal to the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits in the applicable currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period as displayed on the applicable Reuters screen page (or, in the event such rate does not appear on a page of the Reuters screen, on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion); provided that if any LIBO Screen Rate shall be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement.
“ Lien ” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, charge, security interest or similar encumbrance in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; provided that in no event shall an operating lease or an agreement to sell by itself be deemed to constitute a Lien.
“ Loan Documents ” shall mean (i) this Agreement, (ii) the Letters of Credit, (iii) each Incremental Assumption Agreement, (iv) any Note issued under Section 2.09(d), (v) each Guarantor Joinder Agreement, and (vi) solely for the purposes of Sections 4.02 and 7.01 hereof, the Fee Letter and the Agency Fee Letter.
“ Loan Obligations ” shall mean (a) the due and punctual payment by the Borrower of (i) the unpaid principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans made to the Borrower under this Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and obligations to provide Letter of Credit Support and (iii) all other monetary obligations of the Borrower owed under or pursuant to this Agreement and each other Loan Document, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), and (b) the due and punctual payment of all obligations of each other Loan Party under or pursuant to each of the Loan Documents . For the avoidance of doubt, the Loan Obligations include all Revolving Facility Obligations.
“ Loan Parties ” shall mean the Borrower and the Guarantors.
“ Loans ” shall mean the Revolving Facility Loans and the Swingline Loans .
“ Local Time ” shall mean New York City time (daylight or standard, as applicable); provided , that with respect to (i) any Letter of Credit, “Local Time” shall mean the local time of the applicable Lending Office, (ii) any Alternate Currency Loan denominated in Euros, Pound Sterling, Swiss Francs or Yen, “Local Time” shall mean London time and (iii) any Alternate Currency Loan denominated in Canadian dollars, Toronto time.
“ Majority Lenders ” of any Facility shall mean, at any time, Lenders under such Facility having Loans, Revolving L/C Exposure, Swingline Exposure and unused Commitments representing more than 50% of the sum of all Loans, Revolving L/C Exposure and Swingline Exposure outstanding under such Facility and unused Commitments under such Facility at such time ; provided that the Loans, Revolving L/C Exposures, Swingline Exposures and Available Unused Commitment of any Defaulting Lender shall be disregarded in determining Majority Lenders at any time .
“ Management EBITDA ” of the Management Group Members for any trailing period of twelve months shall mean the Combined Net Income for such period plus , in each case without duplication and to the extent the respective amounts described in clauses (a) through (m) below reduced such Combined Net Income (and were not excluded therefrom) for the respective period for which Management EBITDA is being determined, the sum of
(a)    income tax expense (including any provision for taxes based on income, profits or capital, including state, franchise and similar taxes and foreign withholding taxes (including penalties and interest related to taxes or arising from tax examinations) and including any tax distributions, including any tax distributions made to fund payments under the TRA),
(b)    interest expense (and, to the extent not included in interest expense, (x) all cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock or Disqualified Stock and (y) costs of surety bonds in connection with financing activities) of the Management Group Members for such period, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans),
(c)    depreciation and amortization expense (including deferred financing fees and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits),
(d)    amortization of intangibles (including, but not limited to, goodwill) and organization costs,
(e)    business optimization expenses and other restructuring charges or reserves (which, for the avoidance of doubt, shall include the effect of facility closures, facility consolidations, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess pension charges),
(f)    other non-cash charges (but excluding (x) any such charges in respect of which cash was paid in a prior period and not then deducted in determining Management EBITDA for such prior period or will be paid in a future period and not then deducted in determining Management EBITDA for such future period and (y) any charges in the nature of compensation paid in the form of “notional investments” in an AGM Fund or in the form of any participation therein), including any negative incentive carry,
(g)    non-operating expenses,
(h)    the amount of management, consulting, monitoring, transaction and advisory fees and related expenses paid (or any accruals related to such fees and related expenses) during such period not in contravention of this Agreement,
(i)    any expenses, charges, commissions, discounts, yield and other fees (other than depreciation or amortization expense as described above) related to any issuance of any Equity Interests, investment, acquisition, New Project, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful),
(j)    any costs or expense incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of any Management Group Member (other than contributions received from any Management Group Member) or net cash proceeds of an issuance of Equity Interests of any Management Group Member (other than to another Management Group Member),
(k)    the amount of any loss attributable to a New Project, until the date that is twelve months after the creation of such New Project, as the case may be ( provided that (A) such losses are reasonably identifiable and factually supportable and certified by a Responsible Officer of the Borrower or its general partner and (B) losses attributable to such New Project after twelve months from the date of completing such construction, acquisition, assembling or creation, as the case may be, shall not be included in this clause (k)),
(l)    with respect to any joint venture that is not a Subsidiary and solely to the extent relating to any net income referred to in clause (v) of the definition of “Combined Net Income”, an amount equal to the proportion of those items described in clauses (a) and (b) above relating to such joint venture corresponding to the Management Group Members’ proportionate share of such joint venture’s Combined Net Income (determined as if such joint venture were a Subsidiary), and
(m)     costs associated with compliance by the Public Company with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, the provisions of the Securities Act and the Exchange Act, and the rules of national securities exchange listed companies (in each case, as applicable to companies with equity or debt securities held by the public), including procuring directors’ and officers’ insurance, legal and other professional fees, and listing fees,
minus , without duplication and to the extent the amount described below increased such Combined Net Income for the respective period for which Management EBITDA is being determined, income tax credits (to the extent not netted from income tax expense),
minus ,     any payments made to fund expenses of a Parent Entity to the extent such expenses would have reduced Management EBITDA if they were incurred by the Management Group Members,
minus , for any period with respect to which any Cure Right has been exercised hereunder, an amount equal to the lesser of (x) the aggregate amount of Restricted Payments (other than tax distributions of the type referred to in clause (xvii) of the definition of Combined Net Income) made by any Group Member to any person that is not a Group Member during the period with respect to which any Cure Amounts are included in the calculation of Management EBITDA and (y) the sum of the Cure Amounts in respect of all Cure Rights exercised with respect to such period. For the purposes of this clause, “ Restricted Payments ” means any payment, dividend or any other distribution (by reduction of capital or otherwise), whether in cash, property, obligations, securities or a combination thereof, with respect to any of Equity Interests (other than dividends and distributions on Equity Interests payable solely by the issuance of additional Equity Interests (other than Disqualified Stock) of the person paying such dividends or distributions) or direct or indirect redemption, purchase, retirement, defeasement or other acquisition for value of any Equity Interests or setting aside any amount for any such purpose (other than through the issuance of additional Equity Interests (other than Disqualified Stock) of the person redeeming, purchasing, retiring or acquiring such shares).
“ Management Group Members ” shall mean (a) the Borrower, (b) each Loan Party that earns its revenues (directly, or indirectly via its Subsidiaries) predominately from the receipt of management fees and (c) each Group Member that is a Subsidiary of a person described in clause (a) or (b) above.
“ Material Adverse Effect ” shall mean a material adverse effect on the business, property, operations or financial condition of the Group Members, taken as a whole, or on the validity or enforceability of any of the Loan Documents or the rights and remedies of the Administrative Agent and the Lenders thereunder.
“ Material AGM Operating Group Entity ” shall mean, any Operating Group Entity existing on the Closing Date or formed or acquired thereafter that owns or controls (a) any investment or asset management services, financial advisory services, money management services, merchant banking activities or similar or related business, including but not limited to a business providing services to mutual funds, private equity or debt funds, hedge funds, funds of funds, corporate or other business entities or individuals or (b) any person that makes investments, including investments in funds of the type specified in clause (a); provided , however, that, for the avoidance of doubt, none of the Public Company, AP Professional Holdings, L.P., APO Asset Co., APO (FC), LLC and APO Corp. shall be a “Material AGM Operating Group Entity” hereunder.
“ Material Indebtedness ” shall mean Indebtedness (other than Loans and Letters of Credit) of any one or more of the Loan Parties or Subsidiaries in an aggregate principal amount exceeding $100,000,000.
“ Maturity Date ” shall mean, as the context may require, (a) with respect to the Initial Revolving Facility, July 11, 2023, and (b) with respect to any other Class of Loans or Commitments, the maturity dates specified therefor in the applicable Incremental Assumption Agreement.
“ Maximum Rate ” shall have the meaning assigned to such term in Section 9.09.
“ Minimum Letter of Credit Support Amount ” shall mean, at any time, in connection with any Letter of Credit, (i) with respect to Letter of Credit Support consisting of cash or deposit account balances (denominated in the same currency as the applicable Letter of Credit), an amount equal to 102% of the Revolving L/C Exposure with respect to such Letter of Credit at such time and (ii) otherwise, an amount sufficient to provide credit support with respect to such Revolving L/C Exposure as determined by the Administrative Agent and the Issuing Banks in their sole discretion.
“ Moody’s ” shall mean Moody’s Investors Service, Inc. and its successors and assigns.
“ Net Income ” of the Management Group Members for any period shall mean the net income (or loss) of the Management Group Members before distributions to partners, determined on a combined basis as provided in Section 1.02 in accordance with GAAP, provided that Net Income shall include any amount received by the Management Group Members as a “notional investment” in an AGM Fund in lieu of payment of cash management fees (with the amount of such notional investment being deemed equal to the amount of foregone cash management fees).
“ Net Leverage Ratio ” shall mean, on any date, the ratio of (a) (i) the aggregate principal amount of Combined Debt of the Group Members outstanding as of the last day of the Test Period most recently ended as of such date, less (ii) without duplication, the Letter of Credit Support, any Cash Collateral (including, without limitation, any cash collateral provided pursuant to Section 2.11(b)), cash and Permitted Investments of the Group Members as of the last day of such Test Period, to (b) EBITDA for such Test Period; provided that the Net Leverage Ratio and each component thereof shall be determined for the relevant Test Period on a Pro Forma Basis.
“ New Project ” shall mean (a) each creation (in one or a series of related transactions) of a business unit to the extent such business unit commences operations or (b) each expansion (in one or a series of related transactions) of business into a new market or through a new distribution method or channel.
“ Non-Bank Tax Certificate ” shall have the meaning assigned to such term in Section 2.17(e)(i).
“ Non-Consenting Lender ” shall have the meaning assigned to such term in Section 2.19(c).
“ Non-Defaulting Lender ” shall mean, at any time, each Lender that is not a Defaulting Lender at such time.
“ Note ” shall have the meaning assigned to such term in Section 2.09(d).
“ NYFRB ” means the Federal Reserve Bank of New York.
“ NYFRB Rate ” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further , that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
“ Obligations ” shall mean the Loan Obligations.
“ OFAC ” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.
“ Operating Group Entity ” shall mean a person that is jointly and directly owned by (a) AP Professional Holdings, L.P. and (b) any combination of APO Asset Co., APO (FC), LLC and APO Corp. (or any other person analogous to APO Asset Co., APO (FC), LLC or APO Corp.).
“ Organizational Document ” shall mean, with respect to any person, the Certificate of Incorporation and By-Laws, memorandum and articles of association, certificate of registration, exempted limited partnership agreement, or other organizational or governing documents of such person.
“ Other Incremental Revolving Loans ” shall have the meaning assigned to such term in Section 2.21(a).
“ Other Revolving Loans ” shall mean the Other Incremental Revolving Loans, the Extended Revolving Loans and the Replacement Revolving Loans, or any of the foregoing.
“ Other Taxes ” shall mean any and all present or future stamp or documentary Taxes or any other excise, transfer, sales, property, intangible, mortgage recording, filing or similar Taxes arising from any payment made hereunder or under any other Loan Document or from the execution, registration, delivery or enforcement of, consummation or administration of, from the receipt or perfection of security interest under, or otherwise with respect to, the Loan Documents (but excluding any Excluded Taxes).
“ Overnight Bank Funding Rate ” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.
“ Parent Entity ” shall mean any entity owning, directly or indirectly, Equity Interests of any Loan Party after giving effect to any conversion or exchange rights.
“ Participant ” shall have the meaning assigned to such term in Section 9.04(d)(i).
“ Participant Register ” shall have the meaning assigned to such term in Section 9.04(d)(ii).
“ Participating Member State ” shall mean each state so described in any EMU Legislation.
“ Permitted Investments ” shall mean:
(a)    direct obligations of the United States of America, United Kingdom, Switzerland, Canada, Japan or any member of the European Union or any agency thereof or obligations guaranteed by the United States of America, United Kingdom, Switzerland, Canada, Japan or any member of the European Union or any agency thereof, in each case with maturities not exceeding two years from the date of acquisition thereof;
(b)    time deposit accounts, certificates of deposit, money market deposits, banker’s acceptances and other bank deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company that is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America having capital, surplus and undivided profits in excess of $250,000,000 and whose long-term debt, or whose parent holding company’s long-term debt, is rated A (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));
(c)    repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (a) above entered into with a bank meeting the qualifications described in clause (b) above;
(d)    commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Borrower) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of P 1 (or higher) according to Moody’s, or A 1 (or higher) according to S&P or Fitch (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));
(e)    securities with maturities of two years or less from the date of acquisition, issued or fully guaranteed by any State, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by S&P, Fitch or Moody’s (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));
(f)    shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of clauses (a) through (e) above;
(g)    money market funds that (i) comply with the criteria set forth in Rule 2a 7 under the Investment Company Act of 1940, (ii) are rated by any two of (1) AAA by S&P, (2) AAA by Fitch or (3) Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000;
(h)    time deposit accounts, certificates of deposit, money market deposits, banker’s acceptances and other bank deposits in an aggregate face amount not in excess of 0.5% of the total assets of the Group Members, on a combined basis, as of the end of the Borrower’s most recently completed fiscal year; and
(i)    instruments equivalent to those referred to in clauses (a) through (h) above (in the case of clause (h), subject to the limits set forth therein) denominated in any foreign currency comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States of America to the extent reasonably required in connection with any business conducted by any Subsidiary organized in such jurisdiction.
“ Permitted Liens ” shall have the meaning assigned to such term in Section 6.01.
“ Permitted Refinancing Indebtedness ” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “ Refinance ”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions, expenses, plus an amount equal to any existing commitment unutilized thereunder and letters of credit undrawn thereunder), and (b) no Permitted Refinancing Indebtedness shall have obligors that are not obligated with respect to the Indebtedness so Refinanced and no Loan Party may be an obligor with respect to such Permitted Refinancing Indebtedness (except that a Loan Party may be added as additional obligor provided that the Indebtedness of such Loan Party is (x) unsecured or (y) secured by a Lien permitted by Section 6.01 other than Section 6.01(a) or (c), as applicable).
“ person ” shall mean any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company or government, individual or family trusts, or any agency or political subdivision thereof.
“ Plan Asset Regulations ” means the regulations issued by the United States Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the United States Code of Federal Regulations, as modified by Section 3(42) of ERISA, as the same may be amended from time to time.
“ Platform ” shall have the meaning assigned to such term in Section 9.17.
“ primary obligor ” shall have the meaning assigned to such term in the definition of the term “Guaranty”.
“ Prime Rate ” shall mean the rate of interest per annum as announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City.
“ Pro Forma Basis ” shall mean , as to any person, for any events as described below that occur subsequent to the commencement of a period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma effect to such events as if such events occurred on the first day of the four consecutive fiscal quarter period ended on or before the occurrence of such event (the “ Reference Period ”): (i) pro forma effect shall be given to any disposition, acquisition, investment, capital expenditure, construction, repair, replacement, improvement, development, disposition, merger, amalgamation, consolidation, dividend, distribution or other similar payment, any New Project and any restructurings of the business of any Group Member that such Group Member has determined to make and/or made and are expected to have a continuing impact and are factually supportable, which would include cost savings resulting from head count reduction, closure of facilities and similar operational and other cost savings, which adjustments the Borrower determines are reasonable as set forth in a certificate of a Financial Officer of the Borrower or its general partner (the foregoing, together with any transactions related thereto or in connection therewith, the “ relevant transactions ”), in each case that occurred during the Reference Period (or, in the case of determinations made pursuant to Article II or Article VI, occurring during the Reference Period or thereafter and through and including the date upon which the relevant transaction is consummated), (ii) in making any determination on a Pro Forma Basis, (x) all Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transactions and for which the financial effect is being calculated, whether incurred under this Agreement or otherwise, but excluding normal fluctuations in revolving Indebtedness incurred for working capital purposes, in each case not to finance any acquisition) issued, incurred, assumed or permanently repaid during the Reference Period (or, in the case of determinations made pursuant to Article II or Article VI, occurring during the Reference Period or thereafter and through and including the date upon which the relevant transaction is consummated) shall be deemed to have been issued, incurred, assumed or permanently repaid at the beginning of such period, (y) interest expense of such person attributable to interest on any Indebtedness, for which pro forma effect is being given as provided in the preceding clause (x), bearing floating interest rates shall be computed on a pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually in effect during such periods, and (z) in giving effect to clause (i) above with respect to each New Project which commences operations and records not less than one full fiscal quarter’s operations during the Reference Period, the operating results of such New Project shall be annualized on a straight line basis during such period, taking into account any seasonality adjustments determined by the Borrower in good faith, and (iii) pro forma effect shall be given to (x) the payment of management fees to the Group Members in respect of any AGM Fund with an investor lock-up period of two years or more established during such measurement period, as though such management fees and related anticipated expenses commenced immediately prior to such measurement period (and any reductions in other management fees as a result of the establishment of such AGM Fund), (y) the effect on management fees payable to the Group Members in respect of any AGM Fund terminated during such measurement period by an action on the part of the limited partners in such AGM Fund, as though such effect commenced immediately prior to such measurement period, and (z) at the Borrower’s option (and without duplication in any subsequent fiscal period), any transaction fee (net of related anticipated expenses) to be paid to the Group Members in respect of any transaction under contract during such measurement period, so long as such transaction fee is actually paid within 60 days after the end of such measurement period.
Pro forma calculations made pursuant to the definition of the term “Pro Forma Basis” shall be determined in good faith by a Financial Officer of the Borrower or its general partner and may include adjustments to reflect operating expense reductions and other operating improvements, synergies or cost savings reasonably expected to result from such relevant pro forma event (including, to the extent applicable, the Transactions). Upon the request of the Administrative Agent, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower or its general partner setting forth such demonstrable or additional operating expense reductions and other operating improvements, synergies or cost savings and information and calculations supporting them in reasonable detail.
For purposes of this definition, any amount in a currency other than Dollars will be converted to Dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period.
“ Pro Rata Extension Offers ” shall have the meaning assigned to such term in Section 2.21(e).
“ PTE ” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
“ Public Company ” shall mean Apollo Global Management, LLC, a Delaware limited liability company, or any successor thereof.
“ Public Lender ” shall have the meaning assigned to such term in Section 9.17.
“ Qualified Equity Interests ” shall mean any Equity Interest other than Disqualified Stock.
“ Quotation Day ” shall mean (a) with respect to deposits in any currency (other than Pound Sterling) for any Interest Period, two Business Days prior to the first day of such Interest Period and (b) with respect to deposits in Pound Sterling for any Interest Period, the first day of such Interest Period, in each case unless market practice differs in the London interbank market for any such currency, in which case the Quotation Day for such currency shall be determined by the Administrative Agent in accordance with market practice in the London interbank market (and if quotations would normally be given by leading banks in the London interbank market on more than one day, the Quotation Day shall be the last of those days).
“ Rate ” shall have the meaning assigned to such term in the definition of the term “Type”.
“ Realized Performance Revenues ” of the Group Members for any period shall mean the realized performance fees, realized performance allocations, and realized incentive fees of such Group Members for such period minus the realized incentive profit-sharing expense of such Group Members for such period (without duplication for any amounts included in the calculation of Management EBITDA); provided that Realized Performance Revenues shall never be less than $0.
“ Reference Period ” shall have the meaning assigned to such term in the definition of the term “Pro Forma Basis”.
“ Refinance ” shall have the meaning assigned to such term in the definition of the term “Permitted Refinancing Indebtedness”, and “Refinanced” shall have a meaning correlative thereto.
“ Register ” shall have the meaning assigned to such term in Section 9.04(b)(iv).
“ Regulation T ” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.
“ Regulation U ” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.
“ Regulation X ” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.
“ Related Fund ” shall mean, with respect to any Lender that is a fund that invests in bank or commercial loans and similar extensions of credit, any other fund that invests in bank or commercial loans and similar extensions of credit and is advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity (or an Affiliate of such entity) that administers, advises or manages such Lender.
“ Related Parties ” shall mean, with respect to any specified person, such person’s Affiliates and the respective directors, trustees, officers, employees, agents and advisors of such person and such person’s Affiliates.
“ relevant transactions ” shall have the meaning assigned to such term in the definition of the term “Pro Forma Basis”.
“ Replacement Revolving Facility ” shall mean the Replacement Revolving Facility Commitments and the Replacement Revolving Loans.
“ Replacement Revolving Facility Commitments ” shall have the meaning assigned to such term in Section 2.21(j).
“ Replacement Revolving Facility Effective Date ” shall have the meaning assigned to such term in Section 2.21(j).
“ Replacement Revolving Loans ” shall have the meaning assigned to such term in Section 2.21(j).
“ Required Lenders ” shall mean, at any time, Lenders having (a) Loans (other than Swingline Loans) outstanding, (b) Revolving L/C Exposures, (c) Swingline Exposures and (d) Available Unused Commitments that, taken together, represent more than 50% of the sum of (w) all Loans (other than Swingline Loans) outstanding, (x) all Revolving L/C Exposures, (y) all Swingline Exposures and (z) the total Available Unused Commitments at such time; provided that the Loans, Revolving L/C Exposures, Swingline Exposures and Available Unused Commitment of any Defaulting Lender shall be disregarded in determining Required Lenders at any time .
“ Requirement of Law ” shall mean, as to any person, any law, treaty, rule, regulation, statute, order, ordinance, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental Authority, in each case applicable to or binding upon such person or any of its property or assets or to which such person or any of its property or assets is subject.
“ Responsible Officer ” of any person shall mean any executive officer or Financial Officer of such person and any other officer or similar official thereof responsible for the administration of the obligations of such person in respect of this Agreement.
“ Restricted Payments ” shall have the meaning assigned to such term in the definition of the term “Management EBITDA”.
“ Revaluation Date ” shall mean, (x) with respect to any Alternate Currency Letter of Credit, each of the following: (i) each date of issuance, extension or renewal of an Alternate Currency Letter of Credit, (ii) each date of an amendment of any Alternate Currency Letter of Credit having the effect of increasing the amount thereof, and (iii) each date of any payment by the Issuing Bank under any Alternate Currency Letter of Credit, (y) with respect to any Alternate Currency Loan, the date that is three Business Days prior to the date of any Borrowing or prepayment of an Alternate Currency Loan or any continuation of an Alternate Currency Loan pursuant to Section 2.07 and (z) such additional dates as the Administrative Agent or the Issuing Bank shall determine or the Required Lenders shall require with notice thereof to the Borrower.
“ Revolving Facility ” shall mean the Revolving Facility Commitments of any Class and the extensions of credit made hereunder by the Revolving Facility Lenders of such Class and, for purposes of Section 9.08(b), shall refer to all such Revolving Facility Commitments as a single Class.
“ Revolving Facility Commitment ” shall mean, with respect to each Revolving Facility Lender, the commitment of such Revolving Facility Lender to make Revolving Facility Loans pursuant to Section 2.01(a), expressed as an amount representing the maximum aggregate permitted amount of such Revolving Facility Lender’s Revolving Facility Credit Exposure hereunder, as such commitment may be (a)   reduced from time to time pursuant to Section 2.08, (b) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 9.04, and (c) increased (or replaced) as provided under Section 2.21. The initial amount of each Revolving Facility Lender’s Initial Revolving Facility Commitment as of the Closing Date is set forth on Schedule 2.01 . On the Closing Date hereof, there is only one Class of Revolving Facility Commitments ( i.e. , the Initial Revolving Facility Commitments). After the date hereof, additional Classes of Revolving Facility Commitments may be added or created pursuant to Incremental Assumption Agreements pursuant to the terms hereof.
“ Revolving Facility Credit Exposure ” shall mean, at any time with respect to any Class of Revolving Facility Commitments, the sum of (a)   the aggregate principal amount of the Revolving Facility Loans of such Class outstanding at such time (calculated, in the case of Alternate Currency Loans, based on the Dollar Equivalent thereof), (b)   the Swingline Exposure applicable to such Class at such time and (c) the Revolving L/C Exposure applicable to such Class at such time. The Revolving Facility Credit Exposure of any Revolving Facility Lender with respect to any Class at any time shall be the product of (x) such Revolving Facility Lender’s Revolving Facility Percentage of the applicable Class and (y) the aggregate Revolving Facility Credit Exposure of such Class of all Revolving Facility Lenders, collectively, at such time.
“ Revolving Facility Lender ” shall mean a Lender (including an Incremental Revolving Facility Lender) with a Revolving Facility Commitment or with outstanding Revolving Facility Loans.
“ Revolving Facility Loan ” shall mean a Loan made by a Revolving Facility Lender pursuant to Section 2.01(a). Unless the context otherwise requires, the term “Revolving Facility Loans” shall include the Incremental Revolving Loans and Other Revolving Loans.
“ Revolving Facility Obligations ” shall mean any and all obligations of the Borrower with respect to the Revolving Facility.
“ Revolving Facility Percentage ” shall mean, with respect to any Revolving Facility Lender of any Class, the percentage of the total Revolving Facility Commitments of such Class represented by such Lender’s Revolving Facility Commitment of such Class. If the Revolving Facility Commitments of such Class have terminated or expired, the Revolving Facility Percentages of such Class shall be determined based upon the Revolving Facility Commitments of such Class most recently in effect, giving effect to any assignments pursuant to Section 9.04.
“ Revolving L/C Exposure ” of any Class shall mean at any time the sum of (a)   the aggregate undrawn amount of all Letters of Credit applicable to such Class outstanding at such time (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof) and (b) the aggregate principal amount of all L/C Disbursements applicable to such Class that have not yet been reimbursed at such time (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof). The Revolving L/C Exposure of any Class of any Revolving Facility Lender at any time shall mean its applicable Revolving Facility Percentage of the aggregate Revolving L/C Exposure applicable to such Class at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standard Practices, International Chamber of Commerce No. 590, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided that, with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
“ S&P ” shall mean Standard & Poor’s Ratings Group, Inc. and its successors and assigns.
“ Sanctioned Country ” shall mean at any time, a country, region or territory which is itself the subject or target of any comprehensive Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, Syria and Crimea).
“ Sanctioned Person ” shall mean at any time, (a) any person listed in any Sanctions-related list of designated persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or by the United Nations Security Council, the European Union, any European Union member state, or Her Majesty’s Treasury of the United Kingdom, (b) any person organized or resident in a Sanctioned Country or (c) any person owned or controlled by any such person or persons described in the foregoing clauses (a) or (b).
“ Sanctions ” shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom.
“ SEC ” shall mean the Securities and Exchange Commission or any successor thereto.
“ Securities Act ” shall mean the Securities Act of 1933, as amended.
“ Specified Cash Management Agreement ” shall mean any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank to the extent that such Cash Management Agreement is designated in writing by the Borrower and such Cash Management Bank to the Administrative Agent as a Specified Cash Management Agreement.
“ Specified Exception ” shall mean that the investment funds/vehicles that are managed by the Group Members and the general partner entities of such funds and vehicles have not been, and will not be, consolidated or otherwise included in the financial statements of the Group Members, as may otherwise be required in accordance with generally accepted accounting principles in effect from time to time in the United States of America.
“ Specified Hedge Agreement ” shall mean any Hedging Agreement that is entered into by and between any Loan Party and any Hedge Bank to the extent that such Hedging Agreement is designated in writing by the Borrower and such Hedge Bank to the Administrative Agent as a Specified Hedge Agreement.
“ Spot Rate ” shall mean on any day with respect to any currency other than Dollars, the rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such currency; in the event that such rate does not appear on any Reuters World Currency Page, the Spot Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement, the Spot Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later.
“ Standby Letters of Credit ” shall have the meaning assigned to such term in Section 2.05(a).
“ Statutory Reserves ” shall mean the aggregate of the maximum reserve percentages (including any basic, marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority, domestic or foreign, to which the Administrative Agent or any Lender (including any branch, Affiliate or other fronting office making or holding a Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board). Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.
“ Subagent ” shall have the meaning assigned to such term in Section 8.02.
“ subsidiary ” shall mean, with respect to any person (herein referred to as the “parent”), any corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power (other than securities or ownership interests having such power only by reason of the happening of a contingency) or more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.
“ Subsidiary ” shall mean, unless the context otherwise requires, a subsidiary of a Loan Party. Notwithstanding anything to the contrary, “Subsidiaries” shall not include any AGM Funds or any other variable interests entity or fund or investment vehicle.
“ Swingline Borrowing ” shall mean a Borrowing comprised of Swingline Loans.
“ Swingline Borrowing Request ” shall mean a request by the Borrower substantially in the form of Exhibit D or another form approved by the Swingline Lender.
“ Swingline Commitment ” shall mean, with respect to each Swingline Lender, the commitment of such Swingline Lender to make Swingline Loans in Dollars pursuant to Section 2.04. The aggregate amount of the Swingline Commitments on the Closing Date is $50,000,000. The Swingline Commitment is part of, and not in addition to, the Revolving Facility Commitments.
“ Swingline Exposure ” shall mean, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Revolving Facility Lender at any time shall be the sum of (a) its Revolving Facility Percentage of the total Swingline Exposure at such time related to Swingline Loans other than any Swingline Loans made by such Lender in its capacity as a Swingline Lender and (b) if such Lender is a Swingline Lender, the aggregate principal amount of all Swingline Loans made by such Lender outstanding at such time (to the extent that the other Revolving Facility Lenders shall not have funded their participations in such Swingline Loans); provided that in the case of Sections 2.01(a) and 2.04(a) when a Defaulting Lender exists, the Swingline Exposure of any Revolving Facility Lender shall be adjusted to give effect to any reallocation effected pursuant to Section 2.22.
“ Swingline Lender ” shall mean (a)   with respect to the Initial Revolving Facility, (i) on the Closing Date, Citibank, N.A., in its capacity as a lender of Swingline Loans, and (ii) thereafter, each Revolving Facility Lender that shall have become a Swingline Lender hereunder as provided in Section 2.04(d), each in its capacity as a lender of Swingline Loans hereunder and (b) with respect to any another Revolving Facility, as set forth in the Incremental Assumption Agreement with respect thereto with such Swingline Lender’s consent.
“ Swingline Loans ” shall mean the swingline loans made to the Borrower pursuant to Section 2.04.
“ Syndication Agent ” shall mean the person identified as such on the title page of this Agreement.
“ Taxes ” shall mean any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings, fees or other similar charges imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis and any interest, fines, penalties or additions to tax with respect to the foregoing.
“ Termination Date ” shall mean the date on which (a) all Commitments shall have been terminated, (b) the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than in respect of contingent indemnification and expense reimbursement claims not then due) and (c) all Letters of Credit (other than those with respect to which the Borrower has provided Letter of Credit Support) have been cancelled or have expired and all amounts drawn or paid thereunder have been reimbursed in full .
“ Test Period ” shall mean, on any date of determination, the period of four consecutive fiscal quarters of the Borrower then most recently ended (taken as one accounting period) for which financial statements have been (or were required to be) delivered pursuant to Section 5.01(a) or 5.01(b) and, initially, the four fiscal quarter period ending March 31, 2018.
“ TRA ” shall mean the Amended and Restated Tax Receivable Agreement, dated as of May 6, 2013, by and among APO Corp., Apollo Principal Holdings II, L.P., Apollo Principal Holdings IV, L.P., Apollo Principal Holdings VI, Apollo Principal Holdings VIII, L.P., AMH Holdings (Cayman), L.P., Leon D. Black, Marc J. Rowan and Joshua J. Harris, as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.
“ Trade Letters of Credit ” shall have the meaning assigned to such term in Section 2.05(a).
“ Transactions ” shall mean, collectively, (a) the transactions to occur pursuant to the Loan Documents and the initial borrowings hereunder, (b) the repayment in full of, and termination of all obligations and commitments under, the Existing Credit Agreement, and (c) the payment of all fees and expenses to be paid in connection with the foregoing.
“ Type ” shall mean, when used in respect of any Loan or Borrowing, the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “ Rate ” shall include the Adjusted LIBO Rate, the ABR and CDOR.
“ Uniform Commercial Code ” shall mean the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction.
“ Unreimbursed Amount ” shall have the meaning assigned to such term in Section 2.05(e).
“ U.S. Lender ” shall mean any Lender other than a Foreign Lender.
“ USA PATRIOT Act ” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107 56 (signed into law October 26, 2001)).
“ Write-Down and Conversion Powers ” shall mean, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
Section 1.02      Terms Generally . The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any changes in GAAP after the Closing Date, any lease of a Group Member that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capitalized Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. Unless otherwise expressly provided herein, any references herein to any person shall be construed to include such person’s successors and permitted assigns. Any financial terms used herein shall be determined on a combined basis for the Loan Parties and their consolidated Subsidiaries and shall net out (i) intercompany items among or between any Group Members and, without duplication (ii) any Indebtedness owing by a Group Member to another Group Member. Notwithstanding the foregoing, for purposes of calculating the Net Leverage Ratio contained herein, computations shall be made without giving effect to any election under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 825-10, “Financial Instruments”, or FASB ASC Topic 4701-20, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)”, or any successor thereto, to value any Indebtedness of the Borrower or the other Group Members at “fair value”, as defined therein.
Section 1.03      Exchange Rates; Currency Equivalents . (a) The Administrative Agent shall determine the Spot Rate as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Alternate Currency Loans or Alternate Currency Letters of Credit. Such Spot Rate shall become effective as of such Revaluation Date and shall be the Spot Rate employed in converting any amounts between the Dollars and each Alternate Currency until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial ratios hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as determined by the Administrative Agent in accordance with this Agreement. No Default or Event of Default shall arise as a result of any limitation or threshold set forth in Dollars in Article VI (other than Section 6.04) or Section 7.01 being exceeded solely as a result of changes in currency exchange rates from those rates applicable on the first day of the fiscal quarter in which such determination occurs or in respect of which such determination is being made.
(a)      Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Loan or Letter of Credit is denominated in an Alternate Currency, such amount shall be the relevant Alternate Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternate Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the Issuing Bank, as applicable.
Section 1.04      Additional Alternate Currencies for Loans .
(a)      The Borrower may from time to time request that Eurocurrency Loans be made in a currency other than Dollars or the currencies specified in the definition of Alternate Currency; provided that such requested currency is a lawful currency (other than Dollars or the currencies specified in the definition of Alternate Currency) that is readily available and freely transferable and convertible into Dollars. Such request shall be subject to the approval of the Administrative Agent.
(b)      Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 10 Business Days prior to the date of the desired Credit Event (or such other time or date as may be agreed by the Administrative Agent, in its sole discretion). The Administrative Agent shall promptly notify each Revolving Facility Lender thereof. Each Revolving Facility Lender shall notify the Administrative Agent, not later than 11:00 a.m., 5 Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Loans in such requested currency.
(c)      Any failure by a Revolving Facility Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Revolving Facility Lender to permit Eurocurrency Loans to be made in such requested currency. If the Administrative Agent and all the Revolving Facility Lenders consent to making Eurocurrency Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternate Currency hereunder for purposes of any Borrowings of Eurocurrency Loans. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.04, the Administrative Agent shall promptly so notify the Borrower.
Section 1.05      Change of Currency .
(a)      Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.
(b)      Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.
(c)      Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.
Section 1.06      Timing of Payment or Performance . Except as otherwise expressly provided herein, when the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance (other than as described in the definition of “Interest Period”) shall extend to the immediately succeeding Business Day.
Section 1.07      Times of Day . Unless otherwise specified herein, all references herein to times of day shall be references to New York City time (daylight or standard, as applicable).
ARTICLE II     

The Credits
Section 2.01      Commitments . Subject to the terms and conditions set forth herein:
(a)    each Revolving Facility Lender with a Revolving Facility Commitment in respect of the applicable Class severally agrees to make in Dollars (or any Alternate Currency) Revolving Facility Loans (including Incremental Revolving Loans) of such Class in Dollars (or any Alternate Currency) to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i)  after giving effect to any application of proceeds of such Revolving Facility Loans pursuant to Section 2.10, the sum of (A) the aggregate principal Dollar Equivalent amount of such Lender’s Revolving Facility Loans of such Class outstanding at such time plus (B) the Swingline Exposure of such Lender applicable to such Class at such time plus (C) such Lender’s Revolving Facility Percentage of the Revolving L/C Exposure applicable to such Class then outstanding exceeding such Lender’s Revolving Facility Commitment of such Class, (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class or (iii) the Dollar Equivalent of the Loan Obligations due, owing or incurred in any Alternate Currency exceeding, in aggregate, 50% of the Revolving Facility Commitments (“ Alternate Currency Sublimit ”). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans; and
(b)     each Lender having a commitment to make Extended Revolving Loans or Replacement Revolving Loans, in each case, of any Class, severally agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make such Extended Revolving Loans or Replacement Revolving Loans.
Section 2.02      Loans and Borrowings . (a)    Each Loan shall be made as part of a Borrowing consisting of Loans under the same Facility and of the same Type made by the Lenders ratably in accordance with their respective Commitments under the applicable Facility (or, in the case of Swingline Loans, in accordance with their respective Swingline Commitments); provided , however, that Revolving Facility Loans of any Class shall be made by the Revolving Facility Lenders of such Class ratably in accordance with their respective Revolving Facility Percentages on the date such Loans are made hereunder. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided further that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required .
(a)      Subject to Section 2.14, each Borrowing denominated in Dollars (other than a Swingline Borrowing) shall be composed entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Swingline Borrowing shall be an ABR Borrowing. Each Borrowing denominated in an Alternate Currency shall be composed entirely of Eurocurrency Loans. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement and such Lender shall not be entitled to any amounts payable under Section 2.15 or 2.17 solely in respect of increased costs resulting from such exercise and existing at the time of such exercise .
(b)      At the commencement of each Interest Period for any Eurocurrency Revolving Facility Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused available balance of the Revolving Facility Commitments or that is required to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e). Each Swingline Borrowing shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Borrowings of more than one Type may be outstanding at the same time; provided , however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than 15 Eurocurrency Borrowings outstanding under the Revolving Facility at any time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.
(c)      Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing of any Class if the Interest Period requested with respect thereto would end after the Maturity Date for such Class, as applicable.
Section 2.03      Requests for Borrowings . To request a Revolving Facility Borrowing, the Borrower shall notify the Administrative Agent of such request by delivering a written Borrowing Request signed by the Borrower (which may be delivered electronically) (a)  in the case of a Eurocurrency Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of the proposed Borrowing, or (b) in the case of an ABR Borrowing, not later than 10:00 a.m. New York City time, on the Business Day of the proposed Borrowing (or, in each case, such shorter period as the Administrative Agent may agree); provided that, (i) to request a Eurocurrency or ABR Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent of such request in writing (which may be delivered electronically) not later than 5:00 p.m., New York City time, one Business Day prior to the Closing Date (or such later time as the Administrative Agent may agree), (ii) any such notice of an ABR Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 12:00 noon, New York City time, on the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable and (iii) any such notice of a Borrowing of any Incremental Revolving Loan may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such written Borrowing Request shall specify the following information in compliance with Section 2.02 :

(i)      whether such Borrowing is to be a Borrowing of Initial Revolving Loans or Other Revolving Loans (and specifying a particular Class of such Other Revolving Loans), as applicable;
(ii)      the aggregate amount and currency of the requested Borrowing;
(iii)      the date of such Borrowing, which shall be a Business Day;
(iv)      whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
(v)      in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(vi)      the location and number of the Borrower’s account to which funds are to be disbursed.
If no election as to the currency of any Revolving Facility Borrowing is made, then the requested Borrowing shall be made in Dollars. If no election as to the Type of Borrowing denominated in Dollars is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
Section 2.04      Swingline Loans . (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period, each Swingline Lender severally agrees to make Swingline Loans to the Borrower denominated in Dollars from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, (ii) the Revolving Facility Credit Exposure of the applicable Class exceeding the total Revolving Facility Commitments of such Class or (iii) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Facility Lender) applicable to such Class, (y) the aggregate principal amount of outstanding Revolving Facility Loans of such Class made by such Swingline Lender (in its capacity as a Revolving Facility Lender) and (z) the Revolving Facility Percentage of such Swingline Lender (in its capacity as a Revolving Facility Lender) of the Revolving L/C Exposure applicable to such Class exceeding its Revolving Facility Commitment of such Class then in effect; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.
(a)      To request a Swingline Borrowing, the Borrower shall notify the Administrative Agent and the Swingline Lender of such request in writing (which may be delivered electronically), not later than 2:00 p.m., Local Time, on the day of a proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date of such Swingline Borrowing (which shall be a Business Day) and (ii) the amount of the requested Swingline Borrowing. The Swingline Lender shall consult with the Administrative Agent as to whether the making of the Swingline Loan is in accordance with the terms of this Agreement prior to the Swingline Lender funding such Swingline Loan. The Swingline Lender shall make each Swingline Loan on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., Local Time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(b)      The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Local Time, on any Business Day require the Revolving Facility Lenders of the applicable Class to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Revolving Facility Lender’s applicable Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the Swingline Lender, such Revolving Facility Lender’s applicable Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis , to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
(c)      The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Facility Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Facility Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Facility Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Facility Lender in its capacity as a lender of Swingline Loans hereunder.
Section 2.05      Letters of Credit . (a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of one or more letters of credit or bank guarantees in Dollars or any Alternate Currency in the form of (x) trade letters of credit or bank guarantees in support of trade obligations of the Borrower and its Affiliates incurred in the ordinary course of business (such letters of credit or bank guarantees issued for such purposes, “ Trade Letters of Credit ”) and (y) standby letters of credit or bank guarantees issued for any other lawful purposes of the Borrower and its Affiliates (such letters of credit or bank guarantees issued for such purposes, “ Standby Letters of Credit ”; each such letter of credit or bank guarantee, issued hereunder, a “ Letter of Credit ” and collectively, the “ Letters of Credit ”) for its own account or for the account of any Group Member in a form reasonably acceptable to the applicable Issuing Bank, at any time and from time to time during the applicable Availability Period and prior to the date that is five Business Days prior to the applicable Maturity Date. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.
(a)      Notice of Issuance, Amendment, Renewal, Extension: Certain Conditions . To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c)   of this Section 2.05) or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (three Business Days in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the Issuing Bank in their sole discretion may agree) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c)   of this Section 2.05), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit, the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit, (ii) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments, (iii) the Revolving L/C Exposure in respect of Letters of Credit issued by such Issuing Bank shall not exceed the Letter of Credit Commitment of such Issuing Bank and (iv) with respect to each Revolving Facility Lender, the sum of (A) the aggregate principal amount such Lender’s Revolving Facility Loans of such Class outstanding at such time plus (B) the Swingline Exposure of such Lender applicable to such Class at such time plus (C) such Lender’s Revolving Facility Percentage of the Revolving L/C Exposure applicable to such Class then outstanding shall not exceed such Lender’s Revolving Facility Commitment of such Class. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit if such Issuing Bank does not otherwise issue letters of credit in such Alternate Currency. Notwithstanding anything to the contrary set forth herein, no Issuing Bank shall be required to issue any Letter of Credit if the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit.
(b)      Expiration Date . Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower and the applicable Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Maturity Date; provided that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the applicable Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided further that, if the Issuing Bank and the Administrative Agent consent in their sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided that, if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Maturity Date for such Class the Borrower shall provide Letter of Credit Support pursuant to documentation reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank in an amount equal to 102% of the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Maturity Date or, if later, such date of issuance.
(c)      Participations . By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) under the Revolving Facility Commitments of any Class and without any further action on the part of the applicable Issuing Bank or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving Facility Lender under such Class, and each such Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof). In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, in Dollars, such Revolving Facility Lender’s applicable Revolving Facility Percentage of each L/C Disbursement (or the Dollar Equivalent thereof) made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason (calculated, in the case of any Alternate Currency Letter of Credit, based on the Dollar Equivalent thereof). Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments or the fact that, as a result of changes in currency exchange rates, such Revolving Facility Lender’s Revolving Facility Credit Exposure at any time might exceed its Revolving Facility Commitment at such time (in which case Section 2.11(c) would apply), and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
(d)      Reimbursement . If the applicable Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such L/C Disbursement by paying to the Administrative Agent an amount in Dollars equal to such L/C Disbursement (or, in the case of an Alternate Currency Letter of Credit, the Dollar Equivalent thereof) not later than 2:00 p.m., Local Time, on the first Business Day after the Borrower receives notice under paragraph (g) of this Section of such L/C Disbursement (or the second Business Day, if such notice is received after 12:00 noon, Local Time), together with accrued interest thereon from the date of such L/C Disbursement at the rate applicable to ABR Revolving Facility Loans of the applicable Class; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Borrowing or a Swingline Borrowing of the applicable Class, as applicable, in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing or Swingline Borrowing. If the Borrower fails to reimburse any L/C Disbursement when due, then the Administrative Agent shall promptly notify the applicable Issuing Bank and each other applicable Revolving Facility Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the “ Unreimbursed Amount ”) and, in the case of a Revolving Facility Lender, such Lender’s Revolving Facility Percentage thereof. Promptly following receipt of such notice, each Revolving Facility Lender with a Revolving Facility Commitment of the applicable Class shall pay to the Administrative Agent in Dollars its Revolving Facility Percentage of the Unreimbursed Amount in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis , to the payment obligations of the Revolving Facility Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Facility Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Facility Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Facility Lender pursuant to this paragraph to reimburse an Issuing Bank for any L/C Disbursement (other than the funding of an ABR Revolving Loan or a Swingline Borrowing as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such L/C Disbursement.
(e)      Obligations Absolute . The obligation of the Borrower to reimburse L/C Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such Issuing Bank, or any of the circumstances referred to in clauses (i), (ii) or (iii) of the first sentence; provided that the foregoing shall not be construed to excuse the applicable Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are determined by final and binding decision of a court of competent jurisdiction to have been caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the applicable Issuing Bank, such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.
(f)      Disbursement Procedures . The applicable Issuing Bank shall, within the period stipulated by the terms and conditions of Letter of Credit, following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. After examination, such Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telecopy or electronic mail of any such demand for payment under a Letter of Credit and whether such Issuing Bank has made or will make an L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Revolving Facility Lenders with respect to any such L/C Disbursement.
(g)      Interim Interest . If an Issuing Bank shall make any L/C Disbursement, then, unless the Borrower shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Borrower reimburses such L/C Disbursement, at the rate per annum then applicable to ABR Revolving Loans of the applicable Class; provided that, if such L/C Disbursement is not reimbursed by the Borrower when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Facility Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Revolving Facility Lender to the extent of such payment.
(h)      Replacement of an Issuing Bank . An Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12. From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of such Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement but shall not be required to issue additional Letters of Credit.
(i)      Letter of Credit Support Following Certain Events . If and when the Borrower is required to provide Letter of Credit Support with respect to any Revolving L/C Exposure relating to any outstanding Letters of Credit pursuant to any of Section 2.05(c), 2.08(b), 2.11(b), 2.11(c), 2.11(d), 2.22(a)(v) or 7.01, the Borrower shall deposit in an account with or at the direction of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to the Minimum Letter of Credit Support Amount with respect to such Revolving L/C Exposure as of such date (or, in the case of Sections 2.05(c), 2.08(b), 2.11(b), 2.11(c) and 2.22(a)(v), the portion thereof required by such sections). Each deposit of Letter of Credit Support (x) made pursuant to this paragraph or (y) delivered by the Administrative Agent pursuant to Section 2.22(a)(ii), in each case, shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the Administrative Agent and (ii) at any other time, such Borrower, in each case, in Permitted Investments and at the risk and expense of the Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide Letter of Credit Support hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender or the occurrence of a limit under Section 2.11(b) or (c) being exceeded, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived or the termination of the Defaulting Lender status or the limits under Sections 2.11(b) and (c) no longer being exceeded, as applicable.
(j)      Letter of Credit Support Following Termination of the Revolving Facility . Notwithstanding anything to the contrary herein, in the event of the prepayment in full of all outstanding Revolving Facility Loans and the termination of all Revolving Facility Commitments in connection with which the Borrower notifies any one or more Issuing Banks that it intends to maintain one or more Letters of Credit initially issued under this Agreement in effect after the date of such termination event (each, a “ Continuing Letter of Credit ”), the Borrower shall provide Letter of Credit Support with respect to such Continuing Letter of Credit, in an amount equal to the Minimum Letter of Credit Support Amount, which shall be deposited with or at the direction of each such Issuing Bank.
(k)      Additional Issuing Banks . From time to time, the Borrower may by notice to the Administrative Agent designate any Lender (in addition to the initial Issuing Bank) that agrees (in its sole discretion) to act as an Issuing Bank and is reasonably satisfactory to the Administrative Agent as an Issuing Bank. Each such additional Issuing Bank shall execute a counterpart of this Agreement upon the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and shall thereafter be an Issuing Bank hereunder for all purposes.
(l)      Reporting . Unless otherwise requested by the Administrative Agent, each Issuing Bank shall (i) provide to the Administrative Agent copies of any notice received from the Borrower pursuant to Section 2.05(b) no later than the next Business Day after receipt thereof and (ii) report in writing to the Administrative Agent (A) on or prior to each Business Day on which such Issuing Bank expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the aggregate face amount of the Letters of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment or extension occurred (and whether the amount thereof changed), and such Issuing Bank shall be permitted to issue, amend, renew or extend such Letter of Credit if the Administrative Agent shall not have advised such Issuing Bank that such issuance, amendment, renewal or extension would not be in conformity with the requirements of this Agreement, (B) on each Business Day on which such Issuing Bank makes any L/C Disbursement, the date of such L/C Disbursement and the amount of such L/C Disbursement and (C) on any other Business Day, such other information with respect to the outstanding Letters of Credit issued by such Issuing Bank as the Administrative Agent shall reasonably request.
Section 2.06      Funding of Borrowings . (a)   Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, Local Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower as specified in the applicable Borrowing Request; provided that ABR Revolving Loans and Swingline Borrowings made to finance the reimbursement of a L/C Disbursement and reimbursements as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank .
(a)      Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with clause (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand (without duplication) such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, (A) with respect to any Dollar Loan, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) with respect to any Alternate Currency Loan, a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of a payment to be made by the Borrower, (x) with respect to any Dollar Loan, the interest rate applicable to ABR Loans at such time and (y) with respect to any Alternate Currency Loan, the interest rate for the applicable currency as set forth in Section 2.13(b) at such time or Section 2.14, if applicable. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
(b)      The foregoing notwithstanding, the Administrative Agent, in its sole discretion, may from its own funds make a Revolving Facility Loan on behalf of the Lenders (including by means of Swingline Loans to the Borrower). In such event, the applicable Lenders on behalf of whom the Administrative Agent made the Revolving Facility Loan shall reimburse the Administrative Agent for all or any portion of such Revolving Facility Loan made on its behalf upon written notice given to each applicable Lender not later than 2:00 p.m., Local Time, on the Business Day such reimbursement is requested. The entire amount of interest attributable to such Revolving Facility Loan for the period from and including the date on which such Revolving Facility Loan was made on such Lender’s behalf to but excluding the date the Administrative Agent is reimbursed in respect of such Revolving Facility Loan by such Lender shall be paid to the Administrative Agent for its own account .
Section 2.07      Interest Elections . (a)  Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, in the case of any Borrowing, the Borrower may elect to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. In the case of any Borrowing denominated in Dollars, the Borrower may elect to convert such Borrowing to a different Type as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted into or continued as Eurocurrency Borrowings.
(a)      To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telecopy or electronic mail , by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Interest Election Request and signed by the Borrower.
(b)      Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i)      the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii)      the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii)      whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and
(iv)      if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.
If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall be in an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum and satisfy the limitations specified in Section 2.02(c) regarding the maximum number of Borrowings of the relevant Type.
(c)      Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender to which such Interest Election Request, relates of the details thereof, and of such Lender’s portion of each resulting Borrowing.
(d)      If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall (i) in the case of a Borrowing denominated in Dollars, be converted to an ABR Borrowing and (ii) in the case of a Borrowing denominated in Alternate Currency, subject to Section 2.14, be continued as a Eurocurrency Borrowing with an Interest Period of one month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the written request (including a request through electronic means) of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing denominated in Dollars may be converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.
Section 2.08      Termination and Reduction of Commitments . (a) Unless previously terminated, the Revolving Facility Commitments of each Class shall terminate on the applicable Maturity Date for such Class.
(a)      The Borrower may at any time terminate, or from time to time reduce, the Revolving Facility Commitments of any Class; provided that (i) each reduction of the Revolving Facility Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments of such Class) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.11 and provision of any Letter of Credit Support in accordance with Section 2.05(j) or (k), the Dollar Equivalent of the Revolving Facility Credit Exposure of such Class (excluding any Letter of Credit for which Letter of Credit Support has been provided) would exceed the total Revolving Facility Commitments of such Class.
(b)      The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments of any Class under paragraph (b)   of this Section 2.08 at least three Business Days prior to the effective date of such termination or reduction (or such shorter period acceptable to the Administrative Agent), specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Facility Commitments of any Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied and/or rescinded at any time by the Borrower if the Borrower determines in its sole discretion that any or all of such conditions will not be satisfied (it being agreed that the Borrower may waive such condition). Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Facility Lenders in accordance with their respective Commitments of such Class.
Section 2.09      Evidence of Debt . (a)  Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.
(a)      The Administrative Agent shall maintain accounts in which it shall record (i) the amount and currency of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.
(b)      The entries made in the accounts maintained pursuant to clause (a) or (b) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.
(c)      Any Lender may request that Loans made by it be evidenced by a promissory note (a “ Note ”). In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent and reasonably acceptable to the Borrower. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).
Section 2.10      Repayment of Loans . (a)  Subject to the other clauses of this Section, 
(i)      the Borrower hereby unconditionally promises to pay (A) to the Administrative Agent for the account of each applicable Revolving Facility Lender the then unpaid principal amount of its Revolving Facility Loan, in the applicable currency, on the Maturity Date applicable to such Revolving Facility Loan and (B) to the Administrative Agent for the account of each Swingline Lender the then unpaid principal amount of each Swingline Loan, in Dollars, made by such Swingline Lender applicable to any Class of Revolving Facility Commitments on the earlier of the Maturity Date for such Class and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided that, on each date that a Revolving Facility Borrowing is made by the Borrower, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Borrowing shall be applied by the Administrative Agent to repay any Swingline Loans outstanding; and
(ii)      to the extent not previously paid, outstanding Loans shall be due and payable on the applicable Maturity Date.
(b)      Prior to any prepayment of any Loan under any Facility hereunder, the Borrower shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by telecopy or electronic mail of such selection not later than 2:00 p.m., Local Time, (i) in the case of an ABR Borrowing, at least one Business Day before the scheduled date of such prepayment (or in the case of a Swingline Loan, on the scheduled date of such prepayment), and (ii) in the case of a Eurocurrency Borrowing, at least three Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied and/or rescinded at any time by the Borrower if the Borrower determines in its sole discretion that any or all of such conditions will not be satisfied (it being agreed that the Borrower may waive such condition). Each repayment and prepayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d ).
Section 2.11      Optional Prepayment of Loans; Cash Collateralization; Letter of Credit Support . (a)  The Borrower shall have the right at any time and from time to time to prepay any Loan in whole or in part, without premium or penalty (but subject to Section 2.16), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with Section 2.10(b).
(a)      In the event that the aggregate amount of Revolving Facility Credit Exposure of any Class exceeds the total Revolving Facility Commitments of such Class (other than as a result of changes in currency exchange rates), the Borrower shall Cash Collateralize or prepay Revolving Facility Borrowings or Swingline Borrowings of such Class (or, if no such Borrowings are outstanding, provide Letter of Credit Support in respect of outstanding Letters of Credit pursuant to Section 2.05(j)) in an aggregate amount equal to such excess.
(b)      In the event that (x) the Revolving L/C Exposure exceeds the Letter of Credit Sublimit (other than as a result of changes in currency exchange rates) or (y) the Revolving L/C Exposure in respect of Letters of Credit issued by any Issuing Bank exceeds such Issuing Bank’s Letter of Credit Commitment, at the request of the Administrative Agent or the applicable Issuing Bank, the Borrower shall provide Letter of Credit Support pursuant to Section 2.05(j) in an amount equal to such excess.
(c)      If as a result of changes in currency exchange rates, on any Revaluation Date, (i) the total Revolving Facility Credit Exposure of any Class exceeds 100% of the total Revolving Facility Commitments of such Class, (ii) the Revolving L/C Exposure exceeds 105% of the Letter of Credit Sublimit or (iii) the total Revolving Facility Credit Exposure denominated in Alternate Currency exceeds 105% of the Alternate Currency Sublimit, the Borrower shall, at the request of the Administrative Agent, within ten (10) days of such Revaluation Date (A) prepay Revolving Facility Borrowings or Swingline Borrowings or (B) provide Letter of Credit Support pursuant to Section 2.05(j), in an aggregate amount such that the applicable exposure does not exceed the applicable commitment, sublimit or amount set forth above.
Section 2.12      Fees . (a)  The Borrower agrees to pay to each applicable Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is three Business Days after the last day of March, June, September and December in each year (beginning with the first fiscal quarter ending after the Closing Date) and on the date on which the Revolving Facility Commitments of such Revolving Facility Lender shall be terminated as provided herein, a commitment fee (a “ Commitment Fee ”) on the daily amount of the applicable Available Unused Commitment of such Revolving Facility Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Revolving Facility Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Revolving Facility Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Revolving Facility Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Revolving Facility Lender shall be terminated as provided herein.
(a)      The Borrower from time to time agrees to pay (i) to each applicable Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the date that is three Business Days after the last day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of such Revolving Facility Lender shall be terminated as provided herein, a fee in Dollars (an “ L/C Participation Fee ”) on such Revolving Facility Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the applicable Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) on the date that is three Business Days after the last day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Revolving Facility Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1% per annum of the Dollar Equivalent of the daily stated amount of such Letter of Credit, plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “ Issuing Bank Fees ”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.
(b)      The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the agency fees as set forth in the Agency Fee Letter, as may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “ Administrative Agent Fees ”) .
(c)      All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances .
Section 2.13      Interest . (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the ABR plus the Applicable Margin.
(a)      The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate, in the case of Loans denominated in Dollars, or the LIBO Rate, in the case of Loans denominated in Alternate Currencies, for the Interest Period in effect for such Borrowing plus the Applicable Margin. The Loans comprising each Eurocurrency Borrowing denominated in Canadian dollars shall bear interest at CDOR for the Interest Period in effect for such Borrowing plus the Applicable Margin.
(b)      Notwithstanding the foregoing, if any principal of or interest on any Loan or any Fees or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall, bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding clauses of this Section 2.13 or (ii) in the case of any other overdue amount, 2.00% plus the rate applicable to ABR Loans as provided in clause (a) of this Section; provided that this clause (c) shall not apply to any Event of Default that has been waived by the Lenders pursuant to Section 9.08.
(c)      Accrued interest on each Loan shall be payable in arrears (i) on each Interest Payment Date for such Loan, and (ii) in the case of Revolving Facility Loans, upon termination of the applicable Revolving Facility Commitments; provided that (A) interest accrued pursuant to clause (c) of this Section 2.13 shall be payable on demand, (B) in the event of any repayment or prepayment of any Loan (other than a prepayment of a Revolving Facility Loan that is an ABR Loan that is not made in conjunction with a permanent commitment reduction), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (C) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion .
(d)      All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the ABR shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable ABR, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.
Section 2.14      Alternate Rate of Interest . (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:
(i)        the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the LIBO Rate or CDOR, as applicable (including because the LIBO Screen Rate is not available or published on a current basis) for the applicable currency and such Interest Period; or
(ii)        the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate, the LIBO Rate or CDOR, as applicable, for the applicable currency and such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for the applicable currency and such Interest Period;
then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telecopy or electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing denominated in Dollars to, or continuation of any Borrowing denominated in Dollars as, a Eurocurrency Borrowing shall be ineffective and such Borrowing shall be converted to or continued as on the last day of the Interest Period applicable thereto an ABR Borrowing, (ii) if any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted and (iii) any Borrowing Request that requests a Eurocurrency Borrowing denominated in Alternate Currency shall be ineffective.
(b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstance set forth in Section 2.14(a)(i) has arisen and such circumstance is unlikely to be temporary or (ii) the circumstance set forth in Section 2.14(a)(i) has not arisen but either (w) the supervisor for the administrator of the LIBO Rate or CDOR, as applicable, has made a public statement that the administrator of the LIBO Screen Rate or CDOR, as applicable, is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate or CDOR, as applicable), (x) the administrator of the LIBO Screen Rate or CDOR, as applicable, has made a public statement identifying a specific date after which the LIBO Screen Rate or CDOR, as applicable, will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate or CDOR, as applicable), (y) the supervisor for the administrator of the LIBO Screen Rate or CDOR, as applicable, has made a public statement identifying a specific date after which the LIBO Screen Rate or CDOR, as applicable, will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or CDOR, as applicable, or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate or CDOR, as applicable, may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate or CDOR, as applicable, that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.08, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders of each Class stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this paragraph, only to the extent the LIBO Screen Rate for the applicable currency (or CDOR) and such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective, (y) if any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing and (z) any Borrowing Request that requests a Eurocurrency Borrowing denominated in Alternate Currency shall be ineffective and the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Screen Rate or CDOR, as applicable, as provided in this Section 2.14.
Section 2.15      Increased Costs . (a)  If any Change in Law shall:
(i)      impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or Issuing Bank;
(ii)      subject any Lender, the Issuing Bank or the Administrative Agent to any Tax with respect to any Loan Document or any Loan made by it (other than (i) Indemnified Taxes or Other Taxes indemnifiable under Section 2.17 or (ii) Excluded Taxes); or
(iii)      impose on any Lender or Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein;
and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting to or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Administrative Agent or Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Administrative Agent or Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, the Administrative Agent or Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender, the Administrative Agent or Issuing Bank, as applicable, for such additional costs incurred or reduction suffered .
(b)      If any Lender or Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower shall pay to such Lender or such Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered .
(c)      A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in clause (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error; provided that any such certificate claiming amounts described in clause (x) or (y) of the definition of “Change in Law” shall, in addition, state the basis upon which such amount has been calculated and certify that such Lender’s or Issuing Bank’s demand for payment of such costs hereunder, and such method of allocation is not inconsistent with its treatment of other borrowers which, as a credit matter, are similarly situated to the Borrower and which are subject to similar provisions. The Borrower shall pay such Lender or Issuing Bank, as applicable, the amount shown as due on any such certificate within 10 days after receipt thereof.
(d)      Promptly after any Lender or any Issuing Bank has determined that it will make a request for increased compensation pursuant to this Section 2.15, such Lender or Issuing Bank shall notify the Borrower thereof. Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section 2.15 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank, as applicable, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof .
Section 2.16      Break Funding Payments . In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, (other than due to the default of a Defaulting Lender, if applicable) convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto, (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, or (e) the redenomination of any Eurocurrency Loan pursuant to Section 1.05 other than on the last day of the Interest Period applicable thereto, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender (it being understood that the deemed amount shall not exceed the actual amount) to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate, in the case of Loans denominated in Dollars, or the LIBO Rate, in the case of Loans denominated in Alternate Currencies, that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue a Eurocurrency Loan, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars or any Alternate Currency, as applicable, of a comparable amount and period from other banks in the Eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.
Section 2.17      Taxes . (a)   Any and all payments made by or on account of any obligation of any Loan Party under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes, except as required by applicable Requirements of Law. If a Loan Party, the Administrative Agent or any other applicable withholding agent shall be required by applicable Requirement of Law to deduct or withhold any Taxes from such payments, then (i) the applicable withholding agent shall make such deductions or withholdings as determined in the good faith discretion of the applicable withholding agent to be required by any applicable Requirement of Law, (ii) the applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirement of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent or any Lender, as applicable, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority as provided in this Section 2.17, the applicable Loan Party shall deliver to the Administrative Agent a copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by applicable Requirements of Law to report such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(a)      The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.
(b)      The Loan Parties shall jointly and severally indemnify and hold harmless the Administrative Agent and each Lender within 15 Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes imposed on the Administrative Agent or such Lender, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17 ), and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth the basis and calculation of the amount of such payment or liability delivered to such Loan Party by a Lender or the Administrative Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error.
(c)      Each Lender shall deliver to the Borrower and the Administrative Agent, at such time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to withholding of Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, any such withholding of Taxes in respect of any payments to be made to such Lender by any Loan Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding any other provision of this Section 2.17(d), a Lender shall not be required to deliver any documentation or other information requested by the Borrower if such Lender is not legally eligible to do so.
(d)      Without limiting the generality of Section 2.17(d), each Foreign Lender with respect to any Loan made to the Borrower shall, to the extent it is legally eligible to do so:
(i)      deliver to the Borrower and the Administrative Agent, prior to the date on which the first payment to the Foreign Lender is due under any Loan Document (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), two copies of (A) in the case of a Foreign Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, United States Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E (or any applicable successor form) together with a certificate substantially in the form of Exhibit G hereto (such certificate, the “ Non-Bank Tax Certificate ”) certifying that such Foreign Lender is not a bank for purposes of Section 881(c) of the Code, is not a “10-percent shareholder” (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a CFC related to the Borrower (within the meaning of Section 864(d)(4) of the Code), and that the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States of America, (B) Internal Revenue Service Form W-8BEN or Form W-8BEN-E (or any applicable successor form), in each case properly completed and duly executed by such Foreign Lender claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrower under any Loan Document, (C) Internal Revenue Service Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above, provided that, if the Foreign Lender is a partnership and one or more of the partners is claiming the portfolio interest exemption, the Non-Bank Tax Certificate may be provided by such Foreign Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(ii)      deliver to the Borrower and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) promptly after any such form or certification previously delivered by it expires or becomes obsolete, inaccurate or invalid, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent.
Any Foreign Lender that becomes legally ineligible to update any form or certification previously delivered shall promptly notify the Borrower and the Administrative Agent in writing of such Foreign Lender’s inability to do so.
In addition, the Administrative Agent that is a United States person as defined in Section 7701(a)(3) of the Code shall deliver to the Borrower that is a United States person as defined in Section 7701(a)(3) of the Code (x) prior to the date on which the first payment by the Borrower is due hereunder, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. federal backup withholding, and (y) promptly after any such previously delivered form expires or becomes obsolete, inaccurate or invalid two further copies of such documentation.
(e)      If any Lender or the Administrative Agent, as applicable, determines, in its sole discretion, that it has received a refund of an Indemnified Tax or Other Tax for which a payment has been made by a Loan Party pursuant to this Agreement or any other Loan Document, which refund in the good faith judgment of such Lender or the Administrative Agent, as the case may be, is attributable to such payment made by such Loan Party, then the Lender or the Administrative Agent, as the case may be, shall reimburse the Loan Party for such amount (net of all reasonable out-of-pocket expenses of such Lender or the Administrative Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender or Administrative Agent, as the case may be, determines in its sole discretion to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Indemnified Tax or Other Tax giving rise to such refund had not been imposed in the first instance; provided that the Loan Party, upon the request of the Lender or the Administrative Agent agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender or the Administrative Agent in the event the Lender or the Administrative Agent is required to repay such refund to such Governmental Authority. In such event, such Lender or the Administrative Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund to the extent such notice or evidence has been received from the relevant Governmental Authority ( provided that such Lender or the Administrative Agent may delete any information therein that it deems confidential). A Lender or the Administrative Agent shall claim any refund that it determines is available to it, unless it concludes in its sole discretion that it would be adversely affected by making such a claim. No Lender nor the Administrative Agent shall be obliged to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party in connection with this clause (f) or any other provision of this Section 2.17.
(f)      If the Borrower determines that a reasonable basis exists for contesting an Indemnified Tax or Other Tax for which a Loan Party has paid additional amounts or indemnification payments, each affected Lender or the Administrative Agent, as the case may be, shall use commercially reasonable efforts to cooperate with the Borrower as the Borrower may reasonably request in challenging such Tax. The Borrower shall indemnify and hold each Lender and the Administrative Agent harmless against any out-of-pocket expenses incurred by such person in connection with any request made by the Borrower pursuant to this Section 2.17(g). Nothing in this Section 2.17(g) shall obligate any Lender or the Administrative Agent to take any action that such person, in its sole judgment, determines may result in a material detriment to such person.
(g)      Each U.S. Lender shall deliver to the Borrower and the Administrative Agent two Internal Revenue Service Forms W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) prior to the date on which the first payment to the such U.S. Lender is due under any Loan Document, (ii) as soon as practicable after such form expires or becomes obsolete, inaccurate or invalid, and (iii) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent.
(h)      If a payment made to any Lender or the Administrative Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or the Administrative Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or the Administrative Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(i)      The agreements in this Section 2.17 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable under any Loan Document.
For purposes of this Section 2.17, the term “Lender” includes any Issuing Bank and the term “applicable Requirement of Law” includes FATCA.
Section 2.18      Payments Generally; Pro Rata Treatment; Sharing of Set-offs . (a)   Unless otherwise specified, the Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of L/C Disbursements, or of amounts payable under Sections 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Local Time, on the date when due, in immediately available funds, without condition or deduction for any defense, recoupment, set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the applicable Issuing Bank or the Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.05 shall be made directly to the persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. Except as otherwise expressly provided herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. With respect to any Letter of Credit, all payments made under the Loan Documents shall be made in Dollars (except, with respect to any Alternate Currency Letters of Credit, to the extent payments thereunder are required to be provided in any Alternate Currency). With respect to any Borrowing or any amounts related thereto, except as otherwise expressly set forth herein, all payments made under the Loan Documents shall be made in the currency or the related Borrowing. Any payment required to be made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such payment .
(a)      Subject to Section 7.02, if at any time insufficient funds are received by and available to the Administrative Agent from the Borrower to pay fully all amounts of principal, unreimbursed L/C Disbursements, interest and fees then due from the Borrower hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (ii) second, towards payment of principal of Swingline Loans and unreimbursed L/C Disbursements then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed L/C Disbursements then due to such parties, and (iii) third, towards payment of principal then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.
(b)      If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of, or interest on, any of its Revolving Facility Loans or participations in L/C Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Facility Loans and participations in L/C Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender entitled to receive the same proportion of such payment, then the Lender receiving such greater proportion shall purchase participations in the Revolving Facility Loans and participations in L/C Disbursements and Swingline Loans of such other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the principal amount of each such Lender’s respective Revolving Facility Loans and participations in L/C Disbursements and Swingline Loans and accrued interest thereon; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this clause (c) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Disbursements to any assignee or participant. Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation .
(c)      Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the applicable Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable Issuing Bank, as applicable, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the applicable Issuing Bank, as applicable, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
(d)      If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06, or 2.18(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid .
Section 2.19      Mitigation Obligations; Replacement of Lenders . (a)   If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as applicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section shall affect or postpone any of the Obligations or the rights of any Lender pursuant to Section 2.17(a).
(a)      If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require any such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and, if in respect of any Revolving Facility Commitment or Revolving Facility Loan, the Swingline Lender and each Issuing Bank), which consent, in each case, shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.19 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender. No action by or consent of the removed Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, Administrative Agent, such removed Lender and the replacement Lender shall otherwise comply with Section 9.04, provided that if such removed Lender does not comply with Section 9.04 within one Business Day after the Borrower’s request, compliance with Section 9.04 shall not be required to effect such assignment .
(b)      If any Lender (such Lender, a “ Non-Consenting Lender ”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.08 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) at its sole expense (including with respect to the processing and recordation fee referred to in Section 9.04(b)(ii)(B)) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to (and any such Non-Consenting Lender agrees that it shall, upon the Borrower’s request) assign its Loans and its Commitments (or, at the Borrower’s option, the Loans and Commitments under the Facility that is the subject of the proposed amendment, waiver, discharge or termination) hereunder to one or more assignees reasonably acceptable to (i) the Administrative Agent and (ii) the Swingline Lender and the Issuing Bank; provided that: (a) all Loan Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon and the replacement Lender or the Borrower shall pay any amount required by Section 2.11 as if such assignment constituted a prepayment of the assigning Lender’s Loans and (c) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or termination. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.04; provided that, if such Non-Consenting Lender does not comply with Section 9.04 within one Business Day after the Borrower’s request, compliance with Section 9.04 shall not be required to effect such assignment .
Section 2.20      Illegality . If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable lending office to make or maintain any Eurocurrency Loans, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligations of such Lender to make or continue Eurocurrency Loans or to convert ABR Borrowings to Eurocurrency Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), either convert all Eurocurrency Borrowings of such Lender to ABR Borrowings (in the case of any such Borrowings denominated in Dollars) or prepay (in the case of any such Borrowing denominated in Alternate Currency), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.
Section 2.21      Incremental Commitments; Other Revolving Loans . (a)  The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Revolving Facility Commitments, in an amount not to exceed the Incremental Amount at the time such Incremental Commitments are established from one or more Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Revolving Facility Commitments, as the case may be, in their own discretion; provided that each Incremental Revolving Facility Lender providing a commitment to make revolving loans shall be subject to the approval of the Administrative Agent and, to the extent the same would be required for an assignment under Section 9.04, the Issuing Banks and the Swingline Lender (which approvals shall not be unreasonably delayed or withheld). Such notice shall set forth (i) the amount of the Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000, or equal to the remaining Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) the date on which such Incremental Revolving Facility Commitments are requested to become effective, and (iii) whether such Incremental Revolving Facility Commitments are to be (x) commitments to make additional Revolving Facility Loans on the same terms as the Initial Revolving Loans or (y) commitments to make revolving loans with pricing terms, final maturity dates, participation in mandatory prepayments or commitment reductions and/or other terms different from the Initial Revolving Loans (“ Other Incremental Revolving Loans ”).
(a)      The Borrower and each Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Revolving Facility Commitments; provided that:
(i)      any commitments to make the additional Initial Revolving Loans shall have the same terms as the Initial Revolving Loans made pursuant to the Revolving Facility Commitments in effect on the Closing Date,
(ii)      the Other Incremental Revolving Loans shall be unsecured (or secured by cash collateral on substantially the same terms as those set forth herein) and shall rank pari passu in right of payment with the Initial Revolving Loans,
(iii)      the final maturity date of any Other Incremental Revolving Loans shall be no earlier than the Maturity Date with respect to the Initial Revolving Loans and, except as to pricing, final maturity date, participation in prepayments and commitment reductions, shall have (x) substantially similar terms as the Initial Revolving Loans or (y) such other terms (including as to guarantees) as shall be reasonably satisfactory to the Administrative Agent,
(iv)      the Other Incremental Revolving Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Initial Revolving Loans in (x) any prepayment or commitment reduction hereunder and (y) any Borrowing at the time such Borrowing is made,
(v)      there shall be no obligor in respect of any Incremental Revolving Facility Commitments that is not a Loan Party, and
(vi)      no Lender shall be obligated to provide an Incremental Commitment as a result of any such request by the Borrower, and, until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent an Incremental Assumption Agreement as provided in clause (b) of this Section 2.21, such Lender shall not be obligated to fund any Incremental Revolving Loans.
Each party hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e). Any amendment to this Agreement or any other Loan Document that is necessary to effect the provisions of this Section 2.21 and any such collateral and other documentation shall be deemed “Loan Documents” hereunder and may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.
(b)      Notwithstanding the foregoing, no Incremental Revolving Facility Commitment shall become effective under this Section 2.21 unless (i) on the date of such effectiveness, to the extent required by the relevant Incremental Assumption Agreement, the conditions set forth in clauses (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower or of its general partner, as applicable, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant Incremental Assumption Agreement and, to the extent required by the Administrative Agent, consistent with those delivered on the Closing Date under Section 4.02 and such additional customary documents and filings as the Administrative Agent may reasonably request to assure that the Revolving Facility Loans in respect of Incremental Revolving Facility Commitments are secured by the Collateral, to the extent applicable, ratably with one or more Classes of then-existing Revolving Facility Loans.
(c)      Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Facility Loans in respect of Incremental Revolving Facility Commitments (other than Other Incremental Revolving Loans), when originally made, are included in each Borrowing of the applicable Class of outstanding Revolving Facility Loans on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing.
(d)      Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to clauses (e) through (i) of this Section 2.21), pursuant to one or more offers made from time to time by the Borrower to all Lenders of any Class of any Revolving Facility Commitments, on a pro rata basis (based on the aggregate outstanding Revolving Facility Commitments under such Revolving Facility, as applicable) and on the same terms (“ Pro Rata Extension Offers ”), the Borrower is hereby permitted to consummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Loans and/or Commitments of such Class and to otherwise modify the terms of such Lender’s Loans and/or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean that all of the Revolving Facility Commitments of such Facility are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “ Extension ”) agreed to between the Borrower and any such Lender (an “ Extending Lender ”) will be established under this Agreement by implementing a Revolving Facility Commitment for such Lender (such extended Revolving Facility Commitment, an “ Extended Revolving Facility Commitment ”, and the Loans thereunder, the “ Extended Revolving Loans ”). Each Pro Rata Extension Offer shall specify the date on which the Borrower proposes that the Extended Revolving Facility Commitment be made, which shall be a date not earlier than five Business Days after the date on which notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion).
(e)      The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Revolving Facility Commitments of such Extending Lender. Each Incremental Assumption Agreement shall specify the terms of the Extended Revolving Facility Commitments; provided that (i) except as to interest rates, fees, any other pricing terms, participation in prepayments and commitment reductions and final maturity (which shall, subject to clause (ii) of this proviso, be determined by the Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall have (x) the same terms as an existing Class of Revolving Facility Commitments or (y) have such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) any Extended Revolving Facility Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) than the Initial Revolving Loans in any prepayment or commitment reduction hereunder, (iii) no Lender shall be obligated to provide Extended Revolving Facility Commitments as a result of any such request by the Borrower, and, until such time, if any, as such Lender has agreed in its sole discretion to provide Extended Revolving Facility Commitments and executed and delivered to the Administrative Agent an Incremental Assumption Agreement as provided in this clause (f) of this Section 2.21, such Lender shall not be obligated to provide or fund any Extended Revolving Facility Commitments. Upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. If provided in any Incremental Assumption Agreement with respect to any Extended Revolving Facility Commitments, and with the consent of each Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Extended Revolving Facility Commitments in the manner specified in such Incremental Assumption Agreement, including upon effectiveness of such Extended Revolving Facility Commitment or upon or prior to the maturity date for any Class of Revolving Facility Commitments.
(f)      Upon the effectiveness of any such Extension, such Extending Lender’s Revolving Facility Commitment (or applicable portion thereof) will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Agreement and the other Loan Documents, if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have a Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment.
(g)      Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including, without limitation, this Section 2.21), (i) the aggregate amount of Extended Revolving Facility Commitments will not be included in the calculation of the Incremental Amount, (ii) no Extended Revolving Facility Commitment is required to be in any minimum amount or any minimum increment, (iii) any Extending Lender may extend all or any portion of its Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Loan or Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Revolving Facility Commitment implemented thereby, (v) no consent of any Lender shall be required to effectuate an Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans and/or Commitments (or a portion thereof), which consent will be in each Lender’s sole discretion, (vi) all Extended Revolving Facility Commitments and all obligations in respect thereof shall be Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents, shall be unsecured (or secured by cash collateral on substantially the same terms as those set forth herein) and shall rank pari passu in right of payment with the other Loan Obligations of the Administrative Agent, the Issuing Banks and the Lenders, (vii) no Issuing Bank or Swingline Lender shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Revolving Facility Commitments unless it shall have consented thereto, and (viii) there shall be no obligor in respect of any such Extended Revolving Facility Commitments that is not a Loan Party.
(h)      Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments.
(i)      Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to clause (j) through (m) of this Section 2.21), the Borrower may by written notice to the Administrative Agent establish one or more additional Facilities providing for revolving commitments (“ Replacement Revolving Facility Commitments ” and the revolving loans thereunder, “ Replacement Revolving Loans ”), which replace in whole or in part any Class of Revolving Facility Commitments under this Agreement. Each such notice shall specify the date (each, a “ Replacement Revolving Facility Effective Date ”) on which the Borrower proposes that the Replacement Revolving Facility Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided that: (i) before and after giving effect to the establishment of such Replacement Revolving Facility Commitments on the Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 4.01 shall be satisfied to the extent required by the relevant Incremental Assumption Agreement governing such Replacement Revolving Facility Commitments; (ii) after giving effect to the establishment of any Replacement Revolving Facility Commitments and any concurrent reduction in the aggregate amount of any other Revolving Facility Commitments, the aggregate amount of Revolving Facility Commitments shall not exceed the aggregate amount of the Revolving Facility Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective Date; (iii) no Replacement Revolving Facility Commitments shall have a final maturity date (or require commitment reductions or amortizations) prior to the Maturity Date in effect at the time of incurrence for the Revolving Facility Commitments being replaced; (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which, subject to clause (iii) above and clause (vi) below, shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Facility Commitments and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Facility Commitments, the Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Facility Commitments) taken as a whole shall be substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than, the terms, taken as a whole, applicable to the Initial Revolving Loans (except to the extent such covenants and other terms apply solely to any period after the latest Maturity Date in effect at the time of incurrence or are otherwise reasonably acceptable to the Administrative Agent); (v) there shall be no obligor in respect of such Replacement Revolving Facility that is not a Loan Party; (vi) the Replacement Revolving Facility Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) than the Initial Revolving Loans in (x) any prepayment or commitment reduction hereunder and (y) any Borrowing at the time such Borrowing is made and (vii) no Lender shall be obligated to provide a Replacement Revolving Facility Commitment as a result of any such request by the Borrower, and, until such time, if any, as such Lender has agreed in its sole discretion to provide a Replacement Revolving Facility Commitment and executed and delivered to the Administrative Agent an Incremental Assumption Agreement as provided in clause (l) of this Section 2.21, such Lender shall not be obligated to provide or fund any Replacement Revolving Facility Commitments.
(j)      The Borrower may approach any Lender or any other person that would be a permitted Assignee of a Revolving Facility Commitment pursuant to Section 9.04 to provide all or a portion of the Replacement Revolving Facility Commitments; provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Facility Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Facility Commitment. Any Replacement Revolving Facility Commitment made on any Replacement Revolving Facility Effective Date shall be designated an additional Class of Revolving Facility Commitments for all purposes of this Agreement; provided that any Replacement Revolving Facility Commitments may, to the extent provided in the applicable Incremental Assumption Agreement, be designated as an increase in any previously established Class of Revolving Facility Commitments.
(k)      On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Lenders with Replacement Revolving Facility Commitments of such Class shall purchase from each of the other Lenders with Replacement Revolving Facility Commitments of such Class, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans and participations in Letters of Credit and Swingline Loans under such Replacement Revolving Facility Commitments of such Class then outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans and participations of such Replacement Revolving Facility Commitments of such Class will be held by the Lenders thereunder ratably in accordance with their Replacement Revolving Facility Commitments.
(l)      For purposes of this Agreement and the other Loan Documents, if a Lender is providing a Replacement Revolving Facility Commitment, such Lender will be deemed to have a Revolving Facility Commitment having the terms of such Replacement Revolving Facility Commitment. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.21), (i) the aggregate amount of Replacement Revolving Facility Commitments will not be included in the calculation of the Incremental Amount, (ii) no Replacement Revolving Facility Commitment is required to be in any minimum amount or any minimum increment, (iii) there shall be no condition to any incurrence of any Replacement Revolving Facility Commitment at any time or from time to time other than those set forth in clauses (j) or (l) above, as applicable, and (iv) all Replacement Revolving Facility Commitments and all obligations in respect thereof shall be Loan Obligations under this Agreement and the other Loan Documents, shall be unsecured (or secured by cash collateral on substantially the same terms as those set forth herein) and shall rank pari passu in right of payment with the other Loan Obligations.
(m)      Notwithstanding anything in the foregoing to the contrary, (i) for the purpose of determining the number of outstanding Eurocurrency Borrowings upon the incurrence of any Incremental Revolving Loans, to the extent the last date of Interest Periods for multiple Eurocurrency Borrowings under the Revolving Facility fall on the same day, such Eurocurrency Borrowings shall be considered a single Eurocurrency Borrowing and (ii) the initial Interest Period with respect to any Eurocurrency Borrowing of Incremental Revolving Loans may, at the Borrower’s option, be of a duration of a number of Business Days that is less than one month, and the Adjusted LIBO Rate with respect to such initial Interest Period shall be the same as the Adjusted LIBO Rate applicable to any then-outstanding Eurocurrency Borrowing in the same currency as the Borrower may direct, so long as the last day of such initial Interest Period is the same as the last day of the Interest Period with respect to such outstanding Eurocurrency Borrowing.
Section 2.22      Defaulting Lender . (a)  Defaulting Lender Adjustments . Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:
(i)      Waivers and Amendments . Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders”.
(ii)      Defaulting Lender Waterfall . Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, second , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder, third , to provide Letter of Credit Support for the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.05(j), fourth , as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, fifth , if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) provide Letter of Credit Support for the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.05(j), sixth , to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Issuing Bank or Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, seventh , so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to provide Letter of Credit Support pursuant to this Section 2.22 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
(iii)      Certain Fees .
(A)      No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender
(B)      Each Defaulting Lender shall be entitled to receive L/C Participation Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its pro rata share of the stated amount of Letters of Credit for which it has provided Letter of Credit Support.
(C)      With respect to any Commitment Fee or L/C Participation Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Bank and the Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s or the Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.
(iv)      Reallocation of Participations to Reduce Fronting Exposure . All or any part of such Defaulting Lender’s participation in Letters of Credit and Swingline Loans (other than the portion of such Swingline Exposure referred to in clause (b) of the definition of such term) shall be reallocated among the Non-Defaulting Lenders in accordance with their respective pro rata Commitments (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.01 are satisfied at the time of such reallocation and (y) such reallocation does not cause the aggregate Revolving Facility Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Facility Commitment. Subject to Section 9.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.
(v)      Letter of Credit Support; Repayment of Swingline Loans . If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, within three (3) Business Days following the written request of the (i) Administrative Agent or (ii) the Swingline Lender or any Issuing Bank, as applicable (with a copy to the Administrative Agent), (x)  first , prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (y)  second , provide Letter of Credit Support for the Issuing Banks’ Fronting Exposure in accordance with the procedures set forth in Section 2.05(j).
(b)      Defaulting Lender Cure . If the Borrower, the Administrative Agent and the Swingline Lender and each Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to provision of any Letter of Credit Support), that Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Facility Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with their Revolving Facility Commitments (without giving effect to Section 2.22(a)(iv)), whereupon such Lender shall be deemed to no longer be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided further that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
(c)      New Swingline Loans/Letters of Credit . So long as any Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) the Issuing Banks shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto .
Section 2.23      Grant of Security . Each Loan Party hereby grants a security interest in the Collateral to the Administrative Agent, for the benefit of the applicable Lender Parties (or, in the case of that portion of the Collateral constituting Letter of Credit Support for Continuing Letters of Credit, to the applicable Issuing Bank, for the benefit of such Issuing Bank).
ARTICLE III     

Representations and Warranties
On the date of each Credit Event, the Borrower represents and warrants to each of the Lenders that:
Section 3.01      Fi nancial Condition . The audited statement of financial condition and statement of operations of the Public Company and its consolidated subsidiaries as at December 31, 2017 reported by Deloitte & Touche LLP have been prepared in accordance with GAAP.
Section 3.02      No Change . Since December 31, 2017, there has been no development or event that has had or would reasonably be expected to have a Material Adverse Effect .
Section 3.03      Existence; Compliance with Law . Each Loan Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, incorporation or registration (to the extent “good standing” has substantive legal meaning in such jurisdiction), (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification (to the extent “good standing” has substantive legal meaning in such jurisdiction), except to the extent not reasonably expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law (including ERISA) except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect .
Section 3.04      Power; Authorization; Enforceable Obligations . Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except consents, authorizations, filings and notices which (i) have been obtained or made and are in full force and effect or (ii) the failure to obtain or to be in full force and effect would not result in a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) .
Section 3.05      No Legal Bar . The execution, delivery and performance of this Agreement and the other Loan Documents, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any contractual obligation or Organizational Document of any Loan Party and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such contractual obligation or Organizational Document (other than Permitted Liens) except to the extent not reasonably expected to have a Material Adverse Effect. As of the Closing Date, no Requirement of Law, Organizational Document or contractual obligation applicable to any Loan Party would reasonably be expected to have a Material Adverse Effect.
Section 3.06      Litigation . No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of any Loan Party, threatened by or against or affecting any Group Member or against any of their respective properties or revenues (including the income from fees) (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that would reasonably be expected to have a Material Adverse Effect.
Section 3.07      No Default . No Group Member is in default under or with respect to any of its contractual obligations in any respect that would reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.
Section 3.08      Taxes . Each Group Member has filed or caused to be filed all material federal, state and other tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been provided on the books of the relevant Group Member in accordance with GAAP), except in each case as would not reasonably be expected to have a Material Adverse Effect .
Section 3.09      Federal Reserve Regulations . No part of the proceeds of any Loans will be used (a) for “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect for any purpose that violates the provisions of the Regulations of the Board or (b) for any purpose that violates the provisions of Regulation T, Regulation U or Regulation X of the Board.
Section 3.10      ERISA . No Group Member has any direct or contingent obligation or liability under any employee benefit plan or program or otherwise in respect of ERISA or the rules and regulations thereunder that would reasonably be expected to have a Material Adverse Effect.
Section 3.11      Investment Company Act . No Loan Party is or is required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Section 3.12      Information . (a) No statement or information contained in this Agreement, any other Loan Document, the Confidential Information Memorandum or any other certificate furnished by or on behalf of any Loan Party to the Administrative Agent, any Issuing Bank or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading. Any projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount.
(b) As of the Closing Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Closing Date to any Lender in connection with this Agreement is true and correct in all material respects.
Section 3.13      Use of Proceeds . The Borrower will use the proceeds of the Loans, and may request the issuance of Letters of Credit, (a) to refinance all obligations under the Existing Credit Agreement, (b) to pay fees and expenses associated with the Transactions and (c) for working capital and general corporate purposes (including, without limitation, for any acquisitions of Equity Interests or other assets not prohibited by this Agreement).
Section 3.14      Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions . The Borrower has implemented and maintain in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws, applicable Anti-Money Laundering Laws and applicable Sanctions laws, and the Borrower, its Subsidiaries and their respective officers and directors, and to the knowledge of the Borrower its employees and agents, are in compliance with applicable Anti-Corruption Laws, applicable Anti-Money Laundering Laws and applicable Sanctions laws in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Borrower being designated as a Sanctioned Person. None of (a) the Borrower, any Subsidiary or any of their respective directors or officers, or (b) to the knowledge of the Borrower, any employee or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Loan or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law, applicable Anti-Money Laundering Law or applicable Sanctions law.

ARTICLE IV     

Conditions of Lending
The obligations of (a) the Lenders (including the Swingline Lender) to make Loans and (b) any Issuing Bank to issue, amend, extend or renew Letters of Credit or increase the stated amounts of Letters of Credit hereunder (each, a “ Credit Event ”) are subject to the satisfaction (or waiver in accordance with Section 9.08) of the following conditions :
Section 4.01      All Credit Events . On the date of each Borrowing and each issuance, amendment, extension or renewal of a Letter of Credit:
(a)      In the case of a Borrowing, the Administrative Agent shall have received a Borrowing Request (to the extent required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03)) or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b) .
(b)      In the case of each Credit Event (but, with respect to a Borrowing of any Incremental Revolving Loan, Extended Revolving Loan or Replacement Revolving Loan, only to the extent required by the applicable Incremental Assumption Agreement ), the representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (it being understood that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on such date) (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit) , with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).
(c)      In the case of each Credit Event (but, with respect to a Borrowing of any Incremental Revolving Loan, Extended Revolving Loan or Replacement Revolving Loan, only to the extent required by the applicable Incremental Assumption Agreement ) , at the time of and immediately after such Credit Event (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing .
(d)      Each Credit Event (but, with respect to a Borrowing of any Incremental Revolving Loan, Extended Revolving Loan or Replacement Revolving Loan, only to the extent required by the applicable Incremental Assumption Agreement ) shall be deemed to constitute a representation and warranty by the Borrower on the date of such Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01 .
(e)    All principal accrued and unpaid interest, and other amounts then due and owing under the Existing Credit Agreement shall have been or shall substantially contemporaneously be, paid in full and all commitments thereunder shall have been, or shall substantially contemporaneously be, terminated.
(f)    To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three Business Days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least four Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (f) shall be deemed to be satisfied).
Section 4.02      First Credit Event . On or prior to the Closing Date:
(a)      The Administrative Agent (or its counsel) shall have received from each of the Loan Parties, initial Issuing Bank and the Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement.
(b)      The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, a written opinion of (x) Paul, Weiss, Rifkind, Wharton & Garrison LLP, special counsel for the Loan Parties, (y) Walkers, special Cayman Islands counsel for the Loan Parties and (z) Dyrud Law LP, special Anguilla counsel for the Loan Parties, each (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Lenders and each Issuing Bank on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent, covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request.
(c)      The Administrative Agent shall have received, in the case of each Loan Party:
(i)      a copy of the certificate or articles of incorporation, memorandum of association, certificate of limited partnership, certificate of registration of exempted limited partnership, certificate of formation, exempted limited partnership agreement, or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) if such certification is not available in the applicable jurisdiction, otherwise certified by the Secretary or Assistant Secretary or similar officer of such Loan Party or ( in the case of any Loan Party that is a limited partnership ) its general partner, as applicable,
(ii)      a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official),
(iii)      a certificate of the Secretary or Assistant Secretary or similar officer of such Loan Party or ( in the case of any Loan Party that is a limited partnership ) of its general partner, as applicable, dated the Closing Date and certifying:
(1)      that attached thereto is a true and complete copy of the by-laws (or memorandum and articles of association, partnership agreement, exempted limited partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (2) below,
(2)      that attached thereto is a true and complete copy of resolutions (or equivalent documentation) duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Closing Date to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions (or equivalent documentation) have not been modified, rescinded or amended and are in full force and effect on the Closing Date,
(3)      that the certificate or articles of incorporation, memorandum of association, certificate of limited partnership, certificate of registration of exempted limited partnership, articles of incorporation, certificate of formation, exempted limited partnership agreement or other equivalent organizational documents of such Loan Party has not been amended since the date of the last amendment thereto as disclosed pursuant to clause (i) above
(4)      as to the incumbency and specimen signature of each officer of the Loan Party or ( in the case of any Loan Party that is a limited partnership ) of its general partner, as applicable, executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, and
(5)      as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party.
(d)      The Administrative Agent shall have received all fees payable thereto or to any Lender or Joint Lead Arranger on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced at least three Business Days prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of Simpson Thacher & Bartlett LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document;
(e)      The Administrative Agent shall have received a certificate of a Financial Officer of the Borrower or its general partner setting forth reasonably detailed calculations showing the EBITDA of the Group Members for the four fiscal quarters ending March 31, 2018.
For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing .
ARTICLE V     

Affirmative Covenants
Each Loan Party covenants and agrees with each Lender that, until the Termination Date, unless the Required Lenders shall otherwise consent in writing, such Loan Party will, and will (in the case of Sections 5.02(b), 5.03, 5.04, 5.05 and 5.07) cause each of the Subsidiaries to:
Section 5.01      Financial Statements . Furnish to the Administrative Agent (for distribution to each Lender):
(a)      as soon as available, but in any event within 120 days after the end of each fiscal year of the Borrower, (i) a copy of the audited statement of financial condition and statement of operations of the Public Company and its consolidated subsidiaries as at the end of such year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Deloitte & Touche LLP or other independent certified public accountants of nationally recognized standing, and (ii) a reconciliation prepared by a Financial Officer of the Borrower or its general partner and indicating the differences between (x) the statement of financial condition and statement of operations referred to in clause (i) above and (y) the unaudited statement of financial condition and statement of operations of the Loan Parties and their consolidated Subsidiaries in respect of such year; and
(b)      as soon as available, but in any event not later than 60 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, (i) a copy of the quarterly unaudited statement of financial condition and statement of operations of the Public Company and its consolidated subsidiaries as at the end of such quarterly period, certified by a Financial Officer of the Public Company as prepared in accordance with GAAP (subject to normal year‑end audit adjustments and the absence of footnotes), and (ii) a reconciliation prepared by a Financial Officer of the Borrower or its general partner and indicating the differences between (x) the financial statements referred to in clause (i) above and (y) the unaudited statement of financial condition and statement of operations of the Loan Parties and their consolidated Subsidiaries as at the end of such quarterly period.
Section 5.02      Certificates; Other Information . Furnish to the Administrative Agent (for distribution to each Lender), or (in the case of clause (b)) to the relevant Lender:
(a)      concurrently with the delivery of any financial statements pursuant to Section 5.01, a certificate of a Financial Officer of the Borrower or its general partner (i) stating that such Financial Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.04; and
(b)      promptly following any request therefor, (x) such additional financial and other information as any Lender may from time to time reasonably request through the Administrative Agent and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and the Beneficial Ownership Regulation.
Section 5.03      Maintenance of Existence; Compliance . (a) (i) Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 6.02 and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all contractual obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 5.04      Maintenance of Insurance . Maintain with financially sound and reputable insurance companies insurance on its property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business.
Section 5.05      Books and Records; Discussions . (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) permit representatives of the Administrative Agent and the Lenders to discuss the business, operations, properties and financial and other condition of any Group Member with its officers and employees (upon prior notice and without undue disruption to the business of the Loan Parties).
Section 5.06      Notices . Promptly (after any Responsible Officer of the Borrower or of its general partner, as applicable, obtains actual knowledge) give notice to the Administrative Agent (which will promptly thereafter notify each Lender) of:
(a)      the occurrence of any Default or Event of Default (and each such notice shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the relevant Group Member proposes to take with respect thereto);
(b)      any (i) default or event of default under any contractual obligation of any Group Member or (ii) litigation, investigation or proceeding that may exist at any time between any Loan Party and any Governmental Authority, that in either case, would reasonably be expected to have a Material Adverse Effect;
(c)      any litigation or proceeding affecting any Group Member (other than a litigation or proceeding described in clause (b) above) (i) as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect or (ii) which directly relates to any Loan Document;
(d)      any other development or event that has had or could reasonably be expected to have a Material Adverse Effect; and
(e)     any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification.
Section 5.07      Additional Guarantors . Within 20 days (or such later time as the Administrative Agent may agree in its sole discretion) after a Material AGM Operating Group Entity is formed or acquired or such person becomes a Material AGM Operating Group Entity, as applicable, notify the Administrative Agent of such occurrence, and, within 30 days following such notification (or such later time as the Administrative Agent may agree in its sole discretion), cause such Material AGM Operating Group Entity to (i) become a party to this Agreement and a Guarantor by delivering to the Administrative Agent a Guarantor Joinder Agreement executed by such new Guarantor, (ii) deliver to the Administrative Agent a certificate of such Material AGM Operating Group Entity, substantially in the form of the certificates delivered pursuant to Section 4.02(c)(iii) on the Closing Date, with appropriate insertions and attachments, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Section 5.08      Use of Proceeds . Use the proceeds of the Loans made and Letters of Credit issued in the manner contemplated by Section 3.13.
Section 5.09      Change in Private Corporate Rating . Upon obtaining knowledge of any change in the private corporate rating established by S&P or Fitch for the Public Company, use commercially reasonable efforts to direct the Administrative Agent to access S&P’s or Fitch’s website or platform on which S&P or Fitch makes such rating available.
Section 5.10      Anti-Corruption Laws and Sanctions . Maintain in effect and enforce policies and procedures designed to ensure compliance in all material respects by the Group Members and their respective directors, officers, employees and agents with (a) all laws, rules and regulations of any jurisdiction applicable to any Group Member from time to time concerning or relating to bribery or corruption and (b) economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (i) the U.S. government, including those administered by the OFAC or the U.S. Department of State or (ii) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.
ARTICLE VI     

Negative Covenants
Each Loan Party covenants and agrees with each Lender that, until the Termination Date, unless the Required Lenders shall otherwise consent in writing, such Loan Party will not, and will not permit any of its Subsidiaries to (it being understood and agreed that the following covenants shall not restrict any of the Group Members from entering into, consummating and performing under strategic relationships with financial institutions and other parties and, as necessary, shall be deemed to include exceptions permitting each such Loan Party and Subsidiary to enter into, consummate and perform under such relationships):
Section 6.01     Liens . Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person) of any Group Member at the time owned by it or on any income or revenues or rights in respect of any thereof, except the following (collectively, “ Permitted Liens ”):
(a)      Liens on property or assets of any Group Member existing on the Closing Date (or created following the Closing Date pursuant to agreements in existence on the Closing Date requiring the creation of such Liens) and set forth on Schedule 6.01(a) , and any modifications, replacements, renewals or extensions thereof; provided that such Liens shall secure only those obligations that they secure on the Closing Date (and any Permitted Refinancing Indebtedness in respect of such obligations) and shall not subsequently apply to any other property or assets of any Group Member other than (A) after-acquired property that is affixed or incorporated into the property covered by such Liens and (B) proceeds and products thereof;
(b)      any Lien created under the Loan Documents;
(c)      any Lien on any property or asset of any Group Member securing Acquired Indebtedness; provided that such Lien (i) does not apply to any other property or assets of the Group Members not securing such Indebtedness at the date of the acquisition of such property or asset and accessions and additions thereto and proceeds and products thereof (other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such date and which Indebtedness and other obligations are permitted hereunder that require a pledge of after acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) ; and (ii) such Lien is not created in contemplation of or in connection with such acquisition ;
(d)      Liens for Taxes, assessments or other governmental charges or levies not yet delinquent by more than 30 days or that are being contested in good faith;
(e)      Liens imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s, construction or other like Liens, securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, an applicable Group Member shall have set aside on its books reserves in accordance with GAAP;
(f)      (i) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guaranties for the benefit of) insurance carriers providing property, casualty or liability insurance to any Group Member;
(g)      deposits and other Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capitalized Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;
(h)      zoning restrictions, easements, survey exceptions, trackage rights, leases (other than Capitalized Lease Obligations), licenses, special assessments, rights-of-way, covenants, conditions, restrictions and declarations on or with respect to the use of real property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of any Group Member;
(i)      Liens securing Capitalized Lease Obligations, mortgage financings and other Indebtedness incurred by any Group Member prior to or within 270 days after the acquisition, lease, construction, repair, replacement or improvement of the respective property (real or personal, and whether through the direct purchase of property or the Equity Interest of any person owning such property) not prohibited under this Agreement in order to finance such acquisition, lease, construction, repair, replacement or improvement; and any refinancing Indebtedness in respect thereof; provided that such Liens do not apply to any property or assets of any Group Member other than the property or assets acquired, leased, constructed, replaced, repaired or improved with such Indebtedness (or the Indebtedness refinanced thereby), and accessions and additions thereto, proceeds and products thereof and customary security deposits; provided that individual financings provided by one lender may be cross-collateralized to other such financings provided by such lender (and its Affiliates);
(j)      Liens arising out of capitalized lease transactions, so long as such Liens attach only to the property sold and being leased in such transaction and any accessions and additions thereto or proceeds and products thereof and related property;
(k)      Liens securing judgments that do not constitute an Event of Default;
(l)      Liens securing obligations in respect of Specified Hedge Agreements and Specified Cash Management Agreements entered into in the ordinary course of business and (in the case of any such Specified Hedge Agreements) for non-speculative purposes ;
(m)      any interest or title of a lessor or sublessor under any leases or subleases entered into by any Group Member in the ordinary course of business;
(n)      Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks and other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposits, sweep accounts, reserve accounts or similar accounts of any Group Member to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of such Group Member, including with respect to credit card charge-backs and similar obligations, or (iii) relating to purchase orders and other agreements entered into with customers, suppliers or service providers of any Group Member in the ordinary course of business;
(o)      Liens (i) arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights or (ii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
(p)      Liens securing (x) Indebtedness or other obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guaranties and similar obligations, in each case provided in the ordinary course of business or consistent with past practice or industry practices, including those incurred to secure health, safety and environmental obligations in the ordinary course of business or (y) Indebtedness or other obligations in respect of letters of credit, bank guaranties, warehouse receipts or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Indebtedness) in the ordinary course of business or consistent with past practice or industry practices and covering the property (or the documents of title in respect of such property) financed by such letters of credit, bank guaranties or similar obligations and the proceeds and products thereof;
(q)      leases or subleases, licenses or sublicenses (including with respect to intellectual property) granted to others in the ordinary course of business not interfering in any material respect with the business of the Group Members, taken as a whole;
(r)      Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(s)      Liens solely on any cash earnest money deposits made any Group Member in connection with any letter of intent or purchase agreement in respect of any investment permitted hereunder;
(t)      (i) Liens with respect to property or assets of any Subsidiary that is not a Loan Party securing obligations of a Subsidiary that is not a Loan Party and (ii) Liens with respect to property or assets of any person securing Indebtedness incurred on behalf of, or representing Guaranties of Indebtedness of, joint ventures in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, together with the aggregate principal amount of any other Indebtedness outstanding and secured pursuant to this clause (t)(ii), would not exceed $75,000,000;
(u)      Liens on any amounts held by a trustee under any indenture or other debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions;
(v)      the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business;
(w)      agreements to subordinate any interest of any Group Member in any accounts receivable or other proceeds arising from inventory consigned by such Group Member pursuant to an agreement entered into in the ordinary course of business;
(x)      Liens arising from precautionary Uniform Commercial Code financing statements regarding operating leases or other obligations not constituting Indebtedness;
(y)      Liens on Equity Interests in joint ventures (i) securing obligations of such joint venture or (ii) pursuant to the relevant joint venture agreement or arrangement;
(z)      (i) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments under clause (c) of the definition thereof and (ii) Liens deemed to exist in connection with repurchase agreements and reasonable customary initial deposits and margin deposits and similar Liens attaching to trading accounts or other brokerage accounts, in each case, maintained in the ordinary course of business and not for speculative purposes;
(aa)      Liens in respect of non-recourse receivables sales or factoring transactions that extend only to the receivables and associated ancillary rights subject thereto;
(bb)      Liens securing insurance premiums financing arrangements; provided that such Liens are limited to the applicable unearned insurance premiums;
(cc)      in the case of real property that constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior leasehold interest) is subject;
(dd)      Liens securing Indebtedness or other obligation (i) of any Group Member in favor of any Loan Party and (ii) of any Subsidiary that is not Loan Party in favor of any Subsidiary that is not a Loan Party;
(ee)      Liens on not more than $50,000,000 of deposits securing Hedging Agreements entered into for non-speculative purposes;
(ff)      Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit, bank guaranty or bankers’ acceptance issued or created for the account of any Group Member in the ordinary course of business; provided that such Lien secures only the obligations of such Group Member in respect of such letter of credit, bank guaranty or banker’s acceptance;
(gg)      Liens to secure any Indebtedness issued or incurred to Refinance (or successive Indebtedness issued or incurred for subsequent Refinancings) as a whole, or in part, any Indebtedness secured by any Lien permitted by this Section 6.01; provided , however, that (x)  such new Lien shall be limited to all or part of the same type of property that secured the original Lien ( plus improvements on and accessions to such property, proceeds and products thereof, customary security deposits and any other assets pursuant to after-acquired property clauses to the extent such assets secured (or would have secured) the Indebtedness being Refinanced), (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount (or accreted value, if applicable) or, if greater, committed amount of the applicable Indebtedness at the time the original Lien became a Lien permitted hereunder, (B) unpaid accrued interest and premium (including tender premiums) and (C) an amount necessary to pay any associated underwriting discounts, defeasance costs, fees, commissions and expenses, and (z) on the date of the incurrence of the Indebtedness secured by such Liens, the grantors of any such Liens shall be no different from the grantors of the Liens securing the Indebtedness being Refinanced or grantors that would have been obligated to secure such Indebtedness or a Loan Party;
(hh)      other Liens with respect to property or assets of any Group Member securing obligations in an aggregate principal amount that at the time of, and after giving effect to, the incurrence of such Liens, would not exceed $250,000,000;
(ii)      immaterial Liens of any Loan Party or of any Subsidiary not securing Indebtedness for borrowed money;
(jj)      Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection, (ii) attaching to trading accounts or other brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and which are within the general parameters customary in the banking industry; and
(kk)    Liens on the right of any Subsidiary that is a general partner to issue capital call notices and to exercise rights with respect to capital commitments owing to any Affiliate that secures Indebtedness of such Affiliate.
For purposes of determining compliance with this Section 6.01,(A) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of Permitted Liens described in Sections 6.01(a) through (kk) but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens described in Sections 6.01(a) through (kk), the Borrower shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this covenant and will only be required to include the amount and type of such Lien or such item of Indebtedness secured by such Lien in one of the above clauses and such Lien securing such item of Indebtedness will be treated as being incurred or existing pursuant to only one of such clauses. In addition, with respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness.
Section 6.02      Fundamental Changes; Sales of Material Assets . Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or dispose of all or any substantial part of its property or business or any material assets (determined by reference to the combined financial condition of the Group Members), except that:
(a)      (i) any Group Member (other than the Borrower) may be merged, consolidated or amalgamated with or into any other Group Member, provided that, in the case of a merger or consolidation involving a Guarantor, the surviving entity shall be a Guarantor, and (ii) the Borrower may be merged, consolidated or amalgamated with or into any other person that assumes the Indebtedness of the Borrower hereunder on terms reasonably acceptable to the Administrative Agent and is or becomes a Loan Party; provided that (w) immediately after giving effect to such transaction, no Event of Default shall have occurred or be continuing, (x) the surviving person agrees to be bound by the terms and provisions applicable to the Borrower hereunder and under the other Loan Documents, (y) conducting business with the surviving entity or the Obligations hereunder would not result in the violation of any Requirement of Law or internal policy by the Administrative Agent or any Lender and (z) the Administrative Agent shall have received such documents, certificates and opinions reasonably acceptable to it in connection with such merger, amalgamation or consolidation affirming the effectiveness of this Agreement and the other Loan Documents and the liability of such surviving person for the Obligations as it shall have reasonably requested and the Administrative Agent and the Lenders shall have received all documentation and other information with respect to such surviving person that the Administrative Agent and Lenders reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations.
(b)      any Group Member may dispose of any property (including any investment) in the ordinary course of business and consistent with past practices or so long as such disposition would not reasonably be expected to have a Material Adverse Effect; and
(c)      any Group Member (other than the Borrower) may liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) if the effect thereof is a disposition of its assets to another Group Member, or dispose of all or any part of its property or business so long as such disposition does not have a Material Adverse Effect, provided that, in the case of any liquidation, winding up or dissolution of any such Loan Party, the resulting disposition of its assets is (x) to another Loan Party or (y) to any other Subsidiary and does not have a Material Adverse Effect.  
Section 6.03     Amendment to Management Agreements . Amend, supplement, waive, terminate or otherwise modify any material management agreement with any AGM Fund if such amendment, supplement, waiver, termination or modification would reasonably be expected to have a Material Adverse Effect (it being agreed and understood that any amendment or other modification of such an agreement to (x) achieve non-consolidation for financial reporting purposes of the AGM Funds with the Group Members or (y) provide investors in any AGM Fund, and/or independent board members of any AGM Fund, with the power to cause a liquidation of such AGM Fund and/or the power to remove a Group Member as general partner of manager of such AGM Fund, shall be permitted).
Section 6.04     Financial Covenants . Permit, as of the last day of any fiscal quarter (beginning with the fiscal quarter ending March 31, 2018), (a) the aggregate Assets Under Management to be less than $75,000,000,000 or (b) the Net Leverage Ratio to exceed 4.00 to 1.00 (the financial covenant set forth in this clause (b) of this Section 6.04, the “ Financial Performance Covenant ”).
Section 6.05     Use of Proceeds . Request any Loan or Letter of Credit, and the Borrower shall not use, and shall procure that their Subsidiaries and their respective directors, officers, employees and agents shall not use, the proceeds of any Loan or Letter of Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions laws if conducted by a corporation incorporated in the United States or in a European Union member state or (c) in any manner that would result in the violation of any Sanctions law applicable to any party hereto.
ARTICLE VII     

Events of Default
Section 7.01      Events of Default . In case of the happening of any of the following events (each, an “ Event of Default ”):
(a)      the Borrower shall fail to pay (i) any principal of any of its Loans or any reimbursement with respect to any applicable L/C Disbursement when due in accordance with the terms hereof or (ii) any interest on any of its Loans or any other amount payable hereunder or under any other Loan Document, within five days after any such interest, reimbursement or other amount becomes due in accordance with the terms hereof; or
(b)      any representation or warranty made or deemed made by any Loan Party (which shall be deemed to include, in the case of any limited partnership, any representation or warranty made by its general partner) herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it (or by its general partner) at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made; or
(c)      any Loan Party shall default in the observance or performance of (A) clause (i) or (ii) of Section 5.03(a), Section 5.07 or Section 5.08, or (B) Article VI; or
(d)      any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in clauses (a) through (c) of this Section 7.01), and such default shall continue unremedied for a period of 30 days (or 60 days if such default results solely from the failure of a Subsidiary that is not a Loan Party to duly observe or perform any such covenant, condition or agreement) after notice to the Borrower from the Administrative Agent or the Required Lenders; or
(e)      any Group Member shall (i) default in making any payment of any principal of any Material Indebtedness on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guaranty) to become payable; provided that this clause (e) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or
(f)      (i) the Borrower or material Group Member shall commence any case, proceeding or other action under any existing or future Debtor Relief Laws seeking (A) to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding‑up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower or material Group Member shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or material Group Member any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against the Borrower or material Group Member any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or material Group Member shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower or material Group Member shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or
(g)      any material provision of the guaranty contained in Article X of this Agreement shall cease, for any reason, to be in full force and effect with respect to any Guarantor, or any Loan Party or any affiliate of any Loan Party shall so assert; or
(h)      there shall have occurred a Change in Control ,
then, and in any such event, (A) if such event is an Event of Default specified in subclause (i) or (ii) of clause (f) above with respect to the Borrower or any material Group Member, automatically the Commitments shall immediately terminate, the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents shall immediately become due and payable, and the Administrative Agent shall be deemed to have made a demand for Letter of Credit Support pursuant to Section 2.05(j), and (B) if such event is any other Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower and any other Borrower, terminate the Commitments, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable, whereupon the same shall immediately become due and payable, and make a demand for Letter of Credit Support pursuant to Section 2.05(j). Except as expressly provided above in this Section 7.01, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower .
Section 7.02      Treatment of Certain Payments . (a) Any amount received by the Administrative Agent from any Group Member following any acceleration of the Loan Obligations under this Agreement or any Event of Default specified in subclause (i) or (ii) of clause (f) of Section 7.01, in each case that is continuing, shall be applied: (i) first , to the payment of all reasonable and documented out-of-pocket costs and expenses and indemnification amounts then due to the Administrative Agent from the Borrower and all fees owed to them in connection with the collection or sale or otherwise in connection with this Agreement or any other Loan Document, including all court costs and reasonable and documented fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent under this Agreement or any other Loan Document on behalf of any Loan Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document in its capacity as such, (ii) second , towards payment of interest and fees then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (iii) third , towards payment of principal of Swingline Loans and unreimbursed L/C Disbursements then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed L/C Disbursements then due to such parties, (iv) fourth , towards payment of other Obligations then due from the Borrower or any Loan Party hereunder, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties and (v) fifth , the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Requirements of Law.
(b) Any amounts of Collateral received by the Administrative Agent following any acceleration of the Loan Obligations under this Agreement or any Event of Default specified in subclause (i) or (ii) of clause (f) of Section 7.01, in each case that is continuing, shall be applied: (i) first , towards payment in full of interest and fees then due from the Borrower hereunder in respect of the Obligations secured by such Collateral, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (ii) second , towards payment of principal of Swingline Loans and unreimbursed L/C Disbursements then due from the Borrower hereunder and in respect of which such Collateral was delivered hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed L/C Disbursements then due to such parties, (iii) third , towards payment in full of other Obligations then due from the Loan Parties hereunder in respect of which such Collateral has been delivered hereunder, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties, (iv) fourth , towards payment in full of other Obligations then due from the Loan Parties hereunder, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties, and (v) fifth , the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Requirements of Law.
Section 7.03      Right to Cure . Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Loan Parties fail (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Performance Covenant, until the expiration of the tenth Business Day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.02(a)(ii), any of the Public Company, Parent Entities or Group Members shall have the right to issue equity securities (other than Disqualified Stock) for cash to persons who are not Group Members or otherwise receive cash contributions to the capital of such entities from persons who are not Group Members, and, in each case, to contribute any such cash to the capital of the Borrower (collectively, the “ Cure Right ”), and upon the receipt by the Borrower of such cash (the “ Cure Amount ”), pursuant to the exercise of the Cure Right, the Financial Performance Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to the applicable fiscal quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Performance Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of this Agreement and (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Performance Covenant. If, after giving effect to the adjustments referred to in this Section 7.03, the Loan Parties shall then be in compliance with the requirements of the Financial Performance Covenant, the Loan Parties shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement. It is understood and agreed that none of the Administrative Agent, the Lenders and the Issuing Banks shall have the right to exercise any remedy in connection with the Loan Parties’ failure to comply with the Financial Performance Covenant until the expiration of the ten-Business Day period referred to above.
ARTICLE VIII     

The Administrative Agent
Section 8.01      Appointment . Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable)) and each Issuing Bank (in such capacity) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender and such Issuing Bank under this Agreement and the other Loan Documents and each such Lender and such Issuing Bank irrevocably authorize the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders and the Issuing Banks hereby grants to the Administrative Agent any required powers of attorney to execute any Loan Document governed by the laws of such jurisdiction on such Lender’s or Issuing Bank’s behalf. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent .
Section 8.02      Delegation of Duties . The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents including for purposes of holding or enforcing any Lien on any Collateral by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent may also from time to time, when it deems it to be necessary or desirable, appoint one or more trustees, co-trustees, collateral co-agents, collateral subagents or attorneys-in-fact (each, a “ Subagent ”) with respect to any Collateral; provided that no such Subagent shall be authorized to take any action with respect to any Cash Collateral (including, without limitation, any cash collateral provided pursuant to Section 2.11(b)) or any Letter of Credit Support unless and except to the extent expressly authorized in writing (a) with respect to any Letter of Credit Support relating to any Continuing Letter of Credit, by the applicable Issuing Bank and (b) in all other cases, by the Administrative Agent. Should any instrument in writing from the Borrower or any other Loan Party be required by any Subagent so appointed by the Administrative Agent to more fully or certainly vest in and confirm to such Subagent such rights, powers, privileges and duties, the Borrower and such other Loan Party shall execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent. If any Subagent, or successor thereto, shall become incapable of acting, resign or be removed, all rights, powers, privileges and duties of such Subagent, to the extent permitted by law, shall automatically vest in and be exercised by the Administrative Agent until the appointment of a new Subagent. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent, attorney-in-fact or Subagent that it selects in accordance with the foregoing provisions of this Section 8.02 in the absence of the Administrative Agent’s gross negligence or willful misconduct.
Section 8.03      Exculpatory Provisions . None of the Administrative Agent, its Affiliates or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates, shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof or (in the case of any limited partnership) of its general partner, as applicable, contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, and (b) the Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower, a Lender or Issuing Bank. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Loan Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent .
The Administrative Agent shall not (i) be responsible for or have any duty to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is an Ineligible Institution or (ii) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information to, any Ineligible Institution.
Section 8.04      Reliance by Administrative Agent . The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) or conversation believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to any Credit Event, that by its terms must be fulfilled to the satisfaction of a Lender or any Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to such Credit Event. The Administrative Agent may consult with legal counsel (including counsel to the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all or other Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all or other Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans .
Section 8.05      Notice of Default . The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agent has received written notice from a Lender or the Borrower, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all or other Lenders); provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.
Section 8.06      Non-Reliance on the Administrative Agent and Other Lenders . Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into the business, operations, property, financial and other condition and creditworthiness of, the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.
Section 8.07      Indemnification . The Lenders agree to indemnify the Administrative Agent and the Revolving Facility Lenders agree to indemnify each Issuing Bank, in each case in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), in the amount of its pro rata share (based on its aggregate Revolving Facility Credit Exposure and, in the case of the indemnification of the Administrative Agent, unused Commitments hereunder; provided that the aggregate principal amount of Swingline Loans owing to the Swingline Lender and of L/C Disbursements owing to any Issuing Bank shall be considered to be owed to the Revolving Facility Lenders ratably in accordance with their respective Revolving Facility Credit Exposure) (determined at the time such indemnity is sought), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent or such Issuing Bank in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or such Issuing Bank under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the Administrative Agent’s or such Issuing Bank’s, as applicable, gross negligence or willful misconduct. The failure of any Lender to reimburse the Administrative Agent or any Issuing Bank, as the case may be, promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent or such Issuing Bank, as the case may be, as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent or such Issuing Bank, as the case may be, for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent or such Issuing Bank, as the case may be, for such other Lender’s ratable share of such amount. The agreements in this Section 8.07 shall survive the payment of the Loans and all other amounts payable hereunder .
Section 8.08      Agent in Its Individual Capacity . The Administrative Agent and its affiliates may make loans to, accept deposits from, and generally engage in any kind of business with any Loan Party as though the Administrative Agent were not the Administrative Agent. With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued, or Letter of Credit or Swingline Loan participated in, by it, the Administrative Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity .
Section 8.09      Successor Administrative Agent . The Administrative Agent may resign as Administrative Agent upon 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 7.01(a) or (f) shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.
Section 8.10      Joint Bookrunners, Joint Lead Arrangers and Syndication Agent . Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the persons named on the cover page hereof as Joint Bookrunners, Joint Lead Arrangers or Syndication Agent is named as such for recognition purposes only, and in its capacity as such shall have no rights, duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document, except that each such person and its Affiliates shall be entitled to the rights expressly stated to be applicable to them in Section 9.05 and 9.17 (subject to the applicable obligations and limitations as set forth therein).
Section 8.11      Loan Documents . The Lenders authorize the Administrative Agent to release any collateral (including any Letter of Credit Support) or/and Guarantors in accordance with Section 9.18.
Section 8.12      Right to Realize on Collateral and Enforce Guaranties . In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, (i) the Administrative Agent (irrespective of whether the principal of any Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (A) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of any or all of the Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent and any Subagents allowed in such judicial proceeding, and (B) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and (ii) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under the Loan Documents. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding .
Anything contained in any of the Loan Documents to the contrary notwithstanding, the Loan Parties, the Administrative Agent and each Lender Party hereby agree that no Lender Party individually shall have any right individually to realize upon any Collateral (including any Letter of Credit Support) or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of all Lender Parties and in accordance with the terms hereof, and all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent, on behalf of all Lender Parties and in accordance with the terms hereof and thereof ( provided , however, that, with respect to any Letter of Credit Support relating to any Continuing Letter of Credit, the applicable Issuing Bank shall have the right to enforce or realize upon such Letter of Credit Support).
Section 8.13      Withholding Tax . To the extent required by any applicable Requirement of Law, the Administrative Agent may withhold from any payment to any Lender or Issuing Bank an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender or Issuing Bank for any reason (including because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective), whether or not such Taxes were correctly or legally imposed or asserted by such authority, such Lender or Issuing Bank shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Loan Party and without limiting the obligation of any applicable Loan Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, fines, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses. Each Lender and Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Bank under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 8.13. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. The agreements set forth in this Section 8.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Section 8.14      Certain ERISA Matters . (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:
(i)      such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,
(ii)      the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, and all of the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith,
(iii)      (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of subsections (b) through (g) of Part I of PTE 84-14, (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied, and (E) all of the conditions for exemptive relief under PTE 84-14 are and will continue to be satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or
(iv)      such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.
(b)      In addition, unless subclause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in subclause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that:
(i)      none of the Administrative Agent, or any Joint Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto),
(ii)      the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21, as amended from time to time) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),
(iii)      the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the obligations),
(iv)      the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and
(v)      no fee or other compensation is being paid directly to the Administrative Agent, or any Joint Lead Arranger or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.
(c)      The Administrative Agent and each Joint Lead Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.
(d)    The above representations in Section 8.14(b)(ii) are intended to comply with the Department of Labor’s regulation 29 CFR §§ 2510.3-21(a) and (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997), and if these regulations are revoked, repealed or no longer effective, such representations shall be deemed to be no longer required or in effect.
ARTICLE IX     

Miscellaneous
Section 9.01      Notices; Communications . (a)  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 9.01(b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by electronic means as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
(i)      if to any Loan Party, the Administrative Agent, the Issuing Bank as of the Closing Date or the Swingline Lender, to the address, electronic mail address or telephone number specified for such person on Schedule 9.01 ; and
(ii)      if to any other Lender or any other Issuing Bank, to the address, electronic mail address or telephone number specified in its Administrative Questionnaire.
(b)      Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by electronic communication (including electronic mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or Issuing Bank pursuant to Article II if such Lender or Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by them, provided that approval of such procedures may be limited to particular notices or communications .
(c)      Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received. Notices delivered through electronic communications to the extent provided in Section 9.01(b) above shall be effective as provided in such Section 9.01(b).
(d)      Any party hereto may change its address for notices and other communications hereunder by notice to the other parties hereto.
(e)      Documents required to be delivered pursuant to Section 5.01 and 5.02 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically (including as set forth in Section 9.17) and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet at the website address listed on Schedule 9.01 , or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent (by electronic mail) of the posting of any such documents and provide to the Administrative Agent, by electronic mail, electronic versions ( i.e. , soft copies) of such documents. Except for such certificates required by Section 5.02, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Section 9.02      Survival of Agreement . All covenants, agreements, representations and warranties made by the Loan Parties herein, in the other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and each Issuing Bank and shall survive the making by the Lenders of the Loans and the execution and delivery of the Loan Documents and the issuance of the Letters of Credit, regardless of any investigation made by such persons or on their behalf, and shall continue in full force and effect until the Termination Date. Without prejudice to the survival of any other agreements contained herein, indemnification and reimbursement obligations contained herein (including pursuant to Sections 2.15, 2.16, 2.17 and 9.05) shall survive the Termination Date .
Section 9.03      Binding Effect . This Agreement shall become effective when it shall have been executed by each Loan Party and the Administrative Agent and when the Administrative Agent shall have received copies hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of each Loan Party, the Administrative Agent, each Issuing Bank and each Lender, and their respective permitted successors and assigns.
Section 9.04      Successors and Assigns . (a)   The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by such Loan Party without such consent shall be null and void) (it being understood that the Borrower may discontinue its existence to the extent not prohibited by Section 6.02) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in clause (c) of this Section 9.04), and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, each Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement or the other Loan Documents .
(a)      (i) Subject to the conditions set forth in subclause (ii) below, any Lender may assign to one or more assignees (each, an “ Assignee ”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of, with respect to any assignment of any Revolving Facility Commitment or any Revolving Facility Loan, (x) (other than an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, so long as the applicable Assignee (together with its Affiliates and related Approved Funds) shall not, as a result of such assignment, hold Revolving Facility Commitments in excess of 15% of the total Revolving Facility Commitments) the Borrower ( provided that such consent of the Borrower shall not be required if an Event of Default under Section 7.01(a) or (f) has occurred and is continuing) and (y) the Administrative Agent, the Swingline Lender and each Issuing Bank (in the case of each of clauses (x) and (y) above, such consent not to be unreasonably withheld or delayed; it being understood that it is not unreasonable for the Borrower to withhold consent if the potential Assignee is not an Investment Grade Bank). Notwithstanding anything herein to the contrary, no assignment of any Commitment or any Loan shall be permitted hereunder without the prior written consent of the Borrower (in its sole and absolute discretion) if, after giving effect to such assignment, the Designated Lenders collectively would hold less than 51% of the sum of all Loans (other than Swingline Loans) outstanding, all Revolving L/C Exposures, all Swingline Exposures and all Available Unused Commitments. For the avoidance of doubt, as of the Closing Date, each of Bank of the West and BNP Paribas Fortis is an Affiliate of BNP Paribas for the purposes of this Section 9.04(b)(i).
(i)      Assignments shall be subject to the following additional conditions:
(A)      except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000, unless each of the Borrower and the Administrative Agent otherwise consent; provided that such amount shall be aggregated in respect of each Lender and its Affiliates or Approved Funds (with simultaneous assignments to or by two or more Related Funds shall be treated as one assignment), if any ; provided further that no such consent of the Borrower shall be required if an Event of Default under Section 7.01(a) or (f) shall have occurred and be continuing ;
(B)      the parties to each assignment shall (1) execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent or (2) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and Acceptance, in each case together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the discretion of the Administrative Agent);
(C)      the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and any tax forms required to be delivered pursuant to Section 2.17; and
(D)      the Assignee shall not be the Borrower or any of its Affiliates or Subsidiaries.
For the purposes of this Section 9.04, “ Approved Fund ”, with respect to a Lender or a Participant, means any person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) such Lender or such Participant, respectively, (b) an Affiliate of such Lender or such Participant, respectively, or (c) an entity or an Affiliate of an entity that administers or manages such Lender or such Participant, respectively. Notwithstanding the foregoing or anything to the contrary herein, no Lender shall be permitted to assign or transfer any portion of its rights and obligations under this Agreement to (A) any Ineligible Institution, (B) any  Defaulting Lender or any of the Subsidiaries, or any person who, upon becoming a Lender hereunder, would constitute any of the foregoing persons described in this clause (B), or (C) a natural person. Any assigning Lender shall, in connection with any potential assignment, provide to the Borrower a copy of its request (including the name of the prospective assignee) concurrently with its delivery of the same request to the Administrative Agent irrespective of whether or not an Event of Default under Section 7.01(a) or (f) has occurred and is continuing.
(ii)      Subject to acceptance and recording thereof pursuant to subclause (v) below, from and after the effective date specified in each Assignment and Acceptance, the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.05 (subject to the limitations and requirements of those Sections)); provided that an Assignee shall not be entitled to receive any greater payment pursuant to Section 2.17 than the applicable assignor would have been entitled to receive had no such assignment occurred unless the assignment is made with the Borrower’s prior written consent in accordance with Section 9.04(b)(i) (not to be unreasonably withheld or delayed); provided that each potential Assignee shall provide such information as is reasonably requested by the Borrower in order for the Borrower to determine whether to provide its consent . Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section 9.04.
(iii)      The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and Revolving L/C Exposure owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks, the Swingline Lender and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Banks, the Swingline Lender and any Lender (with respect to such Lender’s own interests only), at any reasonable time and from time to time upon reasonable prior notice .
(iv)      Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an Assignee, the Assignee’s completed Administrative Questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in clause (b) of this Section 9.04, if applicable, and any written consent to such assignment required by clause (b) of this Section 9.04 and any applicable tax forms, the Administrative Agent shall accept such Assignment and Acceptance and promptly record the information contained therein in the Register. No assignment, whether or not evidenced by a promissory note, shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this subclause (v).
(b)      By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its applicable Commitment, and the outstanding balances of its Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Acceptance, (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of any Loan Party or any Subsidiary or the performance or observance by any Loan Party or any Subsidiary of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (iii) the Assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) the Assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 3.01 (or delivered pursuant to Section 5.01), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) the Assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) the Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms of this Agreement, together with such powers as are reasonably incidental thereto; and (vii) the Assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender.
(c)      (i) Any Lender may, with the consent of the Borrower (not to be unreasonably withheld or delayed) but not the Administrative Agent, sell participations to one or more banks or other entities other than any Ineligible Institution or any Defaulting Lender (a “ Participant ”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents; provided that (x) such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to clauses (i), (ii), (iii) or (vi) of the first proviso to Section 9.08(b) and (2) directly adversely affects such Participant (but, for the avoidance of doubt, not any waiver of any Default or Event of Default or any modification of Section 6.04) and (y) no other agreement with respect to amendment, modification or waiver may exist between such Lender and such Participant. Subject to clause (d)(iii) of this Section 9.04, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the limitations and requirements of those Sections and Section 2.19 (it being understood that the documentation required under Section 2.17 shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 9.04. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.06 as though it were a Lender; provided that such Participant shall be subject to Section 2.18(c) as though it were a Lender.
(i)      Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”). The entries in the Participant Register shall be conclusive absent manifest error, and each party hereto shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. Without limitation of the requirements of Section 9.04(d), no Lender shall have any obligation to disclose all or any portion of a Participant Register to any person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or other Loan Obligations under any Loan Document), except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other Loan Obligation is in registered form for U.S. federal income tax purposes or is otherwise required by applicable law. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(ii)      A Participant shall not be entitled to receive any greater payment under Section 2.15, 2.16 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent in accordance with Section 9.04(d)(i) (not to be unreasonably withheld or delayed); provided that each potential Participant shall provide such information as is reasonably requested by the Borrower in order for the Borrower to determine whether to provide its consent.
(d)      Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender and in the case of any Lender that is an Approved Fund, any pledge or assignment to any holders of obligations owed, or securities issued, by such Lender, including to any trustee for, or any other representative of, such holders, and this Section 9.04 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.
(e)      The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in clause (e) above.
(f)      Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent. Each of the Loan Parties, Lenders, Issuing Banks and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided , however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto and each Loan Party for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.
(g)      If the Borrower wishes to replace the Loans or Commitments under any Facility applicable to it with ones having different terms, it shall have the option, with the consent of the Administrative Agent and subject to at least three Business Days’ advance notice to the Lenders under such Facility, instead of prepaying the Loans or reducing or terminating the Commitments to be replaced, to (i) require the Lenders under such Facility to assign such Loans or Commitments to the Administrative Agent or its designees and (ii) amend the terms thereof in accordance with Section 9.08 (with such replacement, if applicable, being deemed to have been made pursuant to Section 9.08(d)). Pursuant to any such assignment, all Loans and Commitments to be replaced shall be purchased at par (allocated among the Lenders under such Facility in the same manner as would be required if such Loans were being optionally prepaid or such Commitments were being optionally reduced or terminated by the Borrower), accompanied by payment of any accrued interest and fees thereon and any amounts owing pursuant to Section 9.05(b). By receiving such purchase price, the Lenders under such Facility shall automatically be deemed to have assigned the Loans or Commitments under such Facility pursuant to the terms of the form of Assignment and Acceptance attached hereto as Exhibit A , and accordingly no other action by such Lenders shall be required in connection therewith.
(h)      In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Revolving Facility Percentage; provided that, notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
Section 9.05      Expenses; Indemnity . (a)  The Borrower agrees to pay (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof, including the reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent and the Joint Lead Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, and (ii) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, any Issuing Bank or any Lender in connection with the enforcement of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the fees, charges and disbursements of a single counsel for all such persons, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction for all such persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where such person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm for such affected person (and, if necessary, a single local counsel in each appropriate jurisdiction for such affected person)).
(a)      The Borrower agrees to indemnify the Administrative Agent, the Joint Lead Arrangers, the Joint Bookrunners, each Issuing Bank, each Lender, each of their Related Parties (each such person being called an “ Indemnitee ”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements (excluding the allocated costs of in house counsel and limited to not more than one counsel for all such Indemnitees, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee (and, if necessary, a single local counsel in each appropriate jurisdiction for such affected Indemnitee))), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or by the Borrower or any of its subsidiaries or Affiliates whether based on contract, tort or any other theory; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties, (y) arose from a material breach of such Indemnitee’s or any of its Related Parties’ obligations under any Loan Document (as determined by a court of competent jurisdiction in a final, non-appealable judgment) or (z) arose from any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of the Borrower or any of their Affiliates and is brought by an Indemnitee against another Indemnitee (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against the Administrative Agent or a Joint Lead Arranger in its capacity as such). None of the Indemnitees (or any of their respective affiliates) shall be responsible or liable to the Borrower or any Subsidiaries, Affiliates or stockholders or any other person or entity for any special, indirect, consequential or punitive damages, which may be alleged as a result of the Facility for the Transactions. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, any Issuing Bank or any Lender. All amounts due under this Section 9.05 shall be payable within 15 days after written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.
(b)      Except as expressly provided in Section 9.05(a) with respect to Other Taxes, which shall not be duplicative with any amounts paid pursuant to Section 2.17, this Section 9.05 shall not apply to any Taxes (other than Taxes that represent losses, claims, damages, liabilities and related expenses resulting from a non-Tax claim), which shall be governed exclusively by Section 2.17 and, to the extent set forth therein, Section 2.15 .
(c)      To the fullest extent permitted by applicable law, no Loan Party shall assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.
(d)      The agreements in this Section 9.05 shall survive the resignation of the Administrative Agent or any Issuing Bank, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations and the termination of this Agreement.
Section 9.06      Right of Set-off . If an Event of Default shall have occurred and be continuing, each of the Lenders and Issuing Banks is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Issuing Bank to or for the credit or the account of any Loan Party or any Subsidiary against any of and all the obligations of the any Loan Party or any Subsidiary now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured ; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Loan Obligations owing to such Defaulting Lender as to which it exercised such right of setoff . The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.
Section 9.07      Applicable Law . THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW.
Section 9.08      Waivers; Amendment . (a)   No failure or delay of the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by clause (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or any other Loan Party in any case shall entitle such person to any other or further notice or demand in similar or other circumstances.
(a)      Subject to Section 2.14(b) and Section 9.08(e) below, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Loan Parties and the Required Lenders, and (z) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each Loan Party party thereto and the Administrative Agent and consented to by the Required Lenders; provided , however, that no such agreement shall:
(i)      decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest (except as provided in the definition of “Applicable Margin” or as provided in Section 2.14) on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the latest Maturity Date in effect for the Revolving Facility Commitments of the applicable Class (except as provided in Section 2.05(c)), without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification);
(ii)      increase or extend the Commitment of any Lender, or decrease the Commitment Fees (except as provided in the definition of “Applicable Commitment Fee”), L/C Participation Fees or any other Fees of any Lender, without the prior written consent of such Lender (which, notwithstanding the foregoing, such consent of such Lender shall be the only consent required hereunder to make such modification); provided that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender;
(iii)      extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification) ;
(iv)      amend the provisions of Section 7.02 in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification), except as provided in Sections 9.08(d) and (e);
(v)      amend or modify the provisions of this Section 9.08 or the definition of the terms “Required Lenders”, “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date), except as provided in Sections 9.08(d) and (e);
(vi)      release the Borrower or all or substantially all of the Loan Parties from their respective Guaranties under this Agreement unless, in the case of any Loan Party (other than the Borrower), such entity ceases to constitute a Loan Party as a result of a transaction not prohibited hereunder on the date hereof, without the prior written consent of each Lender;
(vii)      effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent of the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is not changed), except as provided in Section 9.08(e);
(viii)      amend or modify the definition of “Revolving Facility Percentage” without the written consent of all Revolving Facility Lenders; or
(ix)      amend or modify any condition in Section 4.01 without the written consent of the Majority Lenders participating in the adversely affected Facility;
provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, Swingline Lender or an Issuing Bank hereunder without the prior written consent of the Administrative Agent, Swingline Lender or such Issuing Bank acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any Assignee of such Lender .
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have the right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be affected with the consent of the applicable Lenders other than Defaulting Lenders), except that (w) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender, (x) the principal amount of any Loan or any L/C Disbursement may not be decreased or forgiven without the consent of such Lender, (y) the rate of interest (except as provided in the definition of “Applicable Margin” or as provided in Section 2.14) on any Loan or any L/C Disbursement may not be decreased without the consent of such Lender and (z) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms disproportionately adversely affects any Defaulting Lender relative to other affected Lenders shall require the consent of such Defaulting Lender.
(b)      Without the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral (including any Letter of Credit Support ( provided , however, that, with respect to any Letter of Credit Support relating to any Continuing Letter of Credit, consent of the applicable Issuing Bank shall be required)) or additional property to become Collateral for the benefit of the Lender Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Lender Parties, in any property or so that the security interests therein comply with applicable law or this Agreement or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document.
(c)      Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit to be outstanding hereunder from time to time and the accrued interest and fees and other obligations in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees and other obligations in respect thereof and (ii) to include appropriately the holders of such extensions of credit facilities in any determination of the requisite lenders required hereunder, including the Required Lenders; provided that, notwithstanding anything to the contrary set forth in this Agreement or in any other Loan Document, any Collateral (including any Letter of Credit Support) that is delivered to the Administrative Agent (or to the applicable Issuing Bank, in the case of Letter of Credit Support relating to any Continuing Letter of Credit) to support certain Obligations in accordance of the terms hereof shall be held solely for the benefit of the Lender Parties to whom such Obligations are owed and shall not be shared with any other Lender Parties at any time that such Obligations remain outstanding.
(d)      Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower and the Administrative Agent (but without the consent of any Lender) to the extent necessary (A) to cure any ambiguity, omission, defect or inconsistency or (B) to integrate any Incremental Commitments in a manner consistent with Section 2.21, including, with respect to Other Revolving Loans (and Commitments with respect thereto), as may be necessary to establish such Other Revolving Loans (and Commitments with respect thereto) as a separate Class or tranche from the existing Loans or Commitments.
(e)      With respect to the incurrence of any secured or unsecured Indebtedness, the Borrower may elect (in its discretion, but shall not be obligated) to deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower or of its general partner, as applicable, at least three Business Days prior to the incurrence thereof (or such shorter time as the Administrative Agent may agree in its reasonable discretion), together with either drafts of the material documentation relating to such Indebtedness or a description of such Indebtedness (including a description of the Liens intended to secure the same or the subordination provisions thereof, as applicable) in reasonably sufficient detail to be able to make the determinations referred to in this paragraph, which certificate shall state that the Borrower or its general partner, as applicable, has determined in good faith that such Indebtedness satisfies the requirements of the applicable provisions of Sections 6.01 (taking into account any other applicable provisions of this Section 9.08), in which case such certificate shall be conclusive evidence thereof.
Section 9.09      Interest Rate Limitation . Notwithstanding anything herein to the contrary, if at any time the applicable interest rate, together with all fees and charges that are treated as interest under applicable law (collectively, the “ Charges ”), as provided for herein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender or any Issuing Bank, shall exceed the maximum lawful rate (the “ Maximum Rate ”) that may be contracted for, charged, taken, received or reserved by such Lender in accordance with applicable law, the rate of interest payable hereunder, together with all Charges payable to such Lender or such Issuing Bank, shall be limited to the Maximum Rate; provided that such excess amount shall be paid to such Lender or such Issuing Bank on subsequent payment dates to the extent not exceeding the legal limitation .
Section 9.10      Entire Agreement . This Agreement, the other Loan Documents and the agreements regarding certain Fees referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Notwithstanding the foregoing, the Fee Letter shall survive the execution and delivery of this Agreement and remain in full force and effect. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.
Section 9.11      WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.
Section 9.12      Severability . In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
Section 9.13      Counterparts . This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract, and shall become effective as provided in Section 9.03. Delivery of an executed counterpart to this Agreement by facsimile transmission (or other electronic transmission) shall be as effective as delivery of a manually signed original.
The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Acceptances, amendments, Borrowing Requests, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.
Section 9.14      Headings . Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.
Section 9.15      Jurisdiction; Consent to Service of Process . (a)  Each of the Loan Parties irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.
(a)      Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any such New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(b)      Other than as provided in this Section 9.15(c), each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Each Loan Party that is incorporated or organized under the laws of any jurisdiction other than the United States of America, any state or territory thereof or the District of Columbia hereby irrevocably appoints the Borrower, as its agent to receive on its behalf, service of process that may be served in any action, litigation or proceeding referred to in clause (a) of this Section 9.15. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.
Section 9.16      Confidentiality . Each of the Lenders, Issuing Banks and the Administrative Agent agrees that it shall maintain in confidence any information relating to the Public Company, any Parent Entity, any Loan Party and any Subsidiary furnished to it by or on behalf of such person (other than information that (a) has become generally available to the public other than as a result of a disclosure by such party, (b) has been independently developed by such Lender, Issuing Bank or the Administrative Agent without violating this Section 9.16 or (c) was available to such Lender, Issuing Bank or Administrative Agent from a third party having, to such person’s knowledge, no obligations of confidentiality to the Public Company, any Parent Entity, any Loan Party or any Subsidiary) and shall not reveal the same other than to its directors, trustees, officers, employees and advisors with a need to know and any numbering, administration or settlement service providers or to any person that approves or administers the Loans on behalf of such Lender or Letters of Credit on behalf of such Issuing Bank (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 9.16), except: (A) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (B) as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or self-regulatory authorities, including the National Association of Insurance Commissioners or the National Association of Securities Dealers, Inc., (C) to its parent companies, Affiliates or auditors (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 9.16), (D) in order to enforce its rights under any Loan Document in a legal proceeding, (E) to any pledgee under Section 9.04(e) or any other prospective assignee of, or prospective Participant in, any of its rights under this Agreement (so long as such person shall have been instructed to keep the same confidential in accordance with this Section 9.16), (F) to any direct or indirect contractual counterparty in Hedging Agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 9.16), (G) to market data collectors, such as league table, or other service providers to the lending industry, information regarding the Closing Date, size, type, purpose of, and parties to, the Facility, (H) to any of its relevant credit insurance providers and (I) with Borrower’s consent. Notwithstanding the foregoing, any Lender may provide the list of Ineligible Institutions to any potential assignee or participant on a confidential basis for the purpose of verifying whether such Person is an Ineligible Institution; provided , that, solely to the extent an assignment or participation to such assignee or participant would require the consent of the Borrower pursuant to Section 9.04, prior to disclosing such list to any such potential assignee or participant, such Lender has notified the Borrower in writing of such intended disclosure and the Borrower has consented thereto (such consent not to be unreasonably withheld or delayed).
Each Lender acknowledges that information furnished to it pursuant to this Agreement may include material non-public information concerning the Borrower and its affiliates and their related parties or their respective securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state securities laws.
All information, including requests for waivers and amendments, furnished by any Loan Party, the Administrative Agent or the Joint Lead Arrangers pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information about the Loan Parties and its affiliates and their related parties or their respective securities. Accordingly, each Lender represents to each Loan Party, the Administrative Agent and Joint Lead Arrangers that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws.
Section 9.17      Platform; Borrower Materials . Each of the Loan Parties hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “ Platform ”), and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information (or, in the case of a company that is not a public-reporting company, material information of a type that would not be reasonably expected to be publicly available if such company were a public-reporting company) with respect to the Public Company, the Loan Parties or the Subsidiaries or any of their respective securities) (each, a “ Public Lender ”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all the Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the Issuing Banks and the Lenders to treat the Borrower Materials as solely containing information that is either (A) of a type that would reasonably be expected to be publicly available if the Public Company or the Loan Parties were a public-reporting company or (B) not material (although it may be sensitive and proprietary) with respect to the Public Company, the Loan Parties, the Subsidiaries or any of their respective securities for purposes of United States federal and state securities laws ( provided , however, that the Borrower Materials shall be treated as set forth in Section 9.16, to the extent the Borrower Materials constitute information subject to the terms thereof), (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (iv) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.
Section 9.18      Release of Liens and Guaranties .
(a)      The Administrative Agent, the Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Administrative Agent by the Loan Parties on any Collateral (including any cash collateral providing Cash Collateralization hereunder and any Letter of Credit Support (excluding any Letter of Credit Support relating to any Continuing Letter of Credit)) shall be automatically released in full upon the occurrence of the Termination Date (but subject to the provisions of Section 9.18(d) below).
(b)      The Lenders and the Issuing Banks hereby irrevocably agree that any Guarantor shall be automatically released from the Guaranties upon consummation of any transaction not prohibited hereunder resulting in such Subsidiary ceasing to constitute a Loan Party (and the Administrative Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry).
(c)      The Lenders and the Issuing Banks hereby authorize the Administrative Agent to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor pursuant to the foregoing provisions of this Section 9.18, all without the further consent or joinder of any Lender or Issuing Bank . Following any such release, any representation, warranty or covenant contained in any Loan Document relating to any such Guarantor shall no longer be deemed to be made. In connection with any release hereunder, the Administrative Agent shall promptly (and the Lenders and the Issuing Banks hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense in connection with such release; provided that the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower or its general partner containing such certifications as the Administrative Agent shall reasonably request.
(d)      Notwithstanding anything to the contrary contained herein or any other Loan Document, on the Termination Date, upon request of the Borrower, the Administrative Agent shall (without notice to, or vote or consent of, any Lender Party) take such actions as shall be required to release all obligations and Liens on any Collateral (including any cash collateral providing Cash Collateralization hereunder and any Letter of Credit Support under any Loan Document), whether or not on the date of such release there may be any contingent indemnification obligations or expense reimburse claims not then due ( provided that, for the avoidance of doubt, in the event any Letters of Credit (including any Continuing Letter of Credit) remain outstanding, any Letter of Credit Support being held by the Administrative Agent or the applicable Issuing Bank, as the case may be, to support any Obligations relating thereto shall be retained by the Administrative Agent or such Issuing Bank); provided that the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower or its general partner containing such certifications as the Administrative Agent shall reasonably request. Any such release of obligations shall be deemed subject to the provision that such obligations shall be reinstated if after such release any portion of any payment in respect of the obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Loan Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Loan Party or any substantial part of its property, or otherwise, all as though such payment had not been made. The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent (and its representatives) in connection with taking such actions as contemplated by this Section 9.18(d) .
Section 9.19      Judgment Currency . If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of any Loan Party in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “ Judgment Currency ”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “ Agreement Currency ”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from a Loan Party in the Agreement Currency, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to the applicable Loan Party (or to any other person who may be entitled thereto under applicable law).
Section 9.20      USA PATRIOT Act Notice . Each Lender that is subject to the USA PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notify the Borrower that, pursuant to the requirements of the USA PATRIOT Act, they are required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA PATRIOT Act.
Section 9.21      Agency of the Borrower for the Loan Parties . Each of the other Loan Parties hereby appoints the Borrower as its agent for all purposes relevant to this Agreement and the other Loan Documents, including the giving and receipt of notices and the execution and delivery of all documents, instruments and certificates contemplated herein and therein and all modifications hereto and thereto.
Section 9.22      No Liability of the Issuing Banks . The Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither any Issuing Bank nor any of its officers or directors shall be liable or responsible for: (a) the use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank against presentation of documents that do not comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except that the Borrower shall have a claim against such Issuing Bank, and such Issuing Bank shall be liable to the Borrower, to the extent of any direct, but not consequential, damages suffered by the Borrower that the Borrower proves were caused by (i) such Issuing Bank’s willful misconduct or gross negligence as determined in a final, non-appealable judgment by a court of competent jurisdiction in determining whether documents presented under any Letter of Credit comply with the terms of the Letter of Credit or (ii) such Issuing Bank’s willful failure to make lawful payment under a Letter of Credit after the presentation to it of a draft and certificates strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, such Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary .
Section 9.23      Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of the Administrative Agent, any Lender or any Issuing Bank that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)      the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by the Administrative Agent, any Lender or any Issuing Bank that is an EEA Financial Institution; and
(b)      the effects of any Bail-In Action on any such liability, including, if applicable:
(i)      a reduction in full or in part or cancellation of any such liability;
(ii)      a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii)      the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.
Section 9.24      No Fiduciary Duty, etc. The Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Lender Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Lender Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Lender Party based on an alleged breach of fiduciary duty by such Lender Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Lender Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Lender Parties shall have no responsibility or liability to the Borrower with respect thereto.
The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Lender Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Lender Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Lender Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.
In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Lender Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Lender Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Lender Party of services for other companies, and no Lender Party will furnish any such information to other companies. The Borrower also acknowledges that no Lender Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.
ARTICLE X     

Guaranty
Section 10.01      Guaranty of Payment . Subject to Section 10.07, each Guarantor hereby unconditionally and irrevocably and jointly and severally guarantees to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, the prompt payment of the Loan Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise). Any payment hereunder shall be made at such place and in the same currency as such relevant Loan Obligation is payable. This guaranty is a guaranty of payment and not solely of collection and is a continuing guaranty and shall apply to all Loan Obligations whenever arising.
Section 10.02      Obligations Unconditional . The obligations of each Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, or any other agreement or instrument referred to herein, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Guarantor agrees to the fullest extent permitted by applicable law that this guaranty may be enforced by the Administrative Agent without the necessity at any time of resorting to or exhausting any security or Collateral and without the necessity at any time of having recourse to this Agreement or any other Loan Document or any Collateral, if any, hereafter securing the Loan Obligations or otherwise, and each Guarantor hereby waives the right to require the Administrative Agent to proceed against the Borrower or any other Guarantor or to require the Administrative Agent to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall not exercise any right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this guaranty until such time as the Loan Obligations have been paid in full. Each Guarantor further agrees to the fullest extent permitted by applicable law that nothing contained herein shall prevent the Administrative Agent from suing in any jurisdiction on this Agreement or any other Loan Document or foreclosing its security interest in or Lien on any Collateral, if any, securing the Loan Obligations or from exercising any other rights available to it under this Agreement or any instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any Guarantor’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. To the fullest extent permitted by applicable law, neither a Guarantor’s obligations under this guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever (i) by an impairment, modification, change, release or limitation of the liability of the Borrower or any other Guarantor, (ii) by reason of the bankruptcy or insolvency of the Borrower or such other Guarantor or (iii) by reason of the application of the laws and regulations of any foreign jurisdiction. Each Guarantor waives to the fullest extent permitted by applicable law any and all notice of the creation, renewal, extension or accrual of any of the Loan Obligations and notice of or proof of reliance of by the Administrative Agent, the Lenders or the Issuing Banks upon this guaranty or acceptance of this guaranty. The Loan Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this guaranty. All dealings between the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders and the Issuing Banks, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.
Section 10.03      Modifications . Each Guarantor agrees to the fullest extent permitted by applicable law that (a) all or any part of any security which hereafter may be held for the Loan Obligations, if any, may be exchanged, compromised or surrendered from time to time; (b) the Administrative Agent, the Lenders and the Issuing Banks shall not have any obligation to protect, perfect, secure or insure any such security interests or Liens which hereafter may be held, if any, for the Loan Obligations or the properties subject thereto; (c) the time or place of payment of the Loan Obligations may be changed or extended, in whole or in part, to a time certain or otherwise, and may be renewed or accelerated, in whole or in part; (d) the Borrower and any other party liable for payment under this Agreement may be granted indulgences generally; (e) any of the provisions of this Agreement or any other Loan Document may be modified, amended or waived; (f) any party liable for the payment thereof may be granted indulgences or be released; and (g) any deposit balance for the credit of the Borrower or any other party liable for the payment of the Loan Obligations or liable upon any security therefor may be released, in whole or in part, at, before or after the stated, extended or accelerated maturity of the Loan Obligations, all without notice to or further assent by such Guarantor, which shall remain bound thereon, notwithstanding any such exchange, compromise, surrender, extension, renewal, acceleration, modification, indulgence or release.
Section 10.04      Waiver of Rights . Each Guarantor expressly waives to the fullest extent permitted by applicable law: (a) notice of acceptance of this guaranty by the Administrative Agent, the Lenders and the Issuing Banks, and of all Loans made to the Borrower by the Lenders and Letters of Credit issued by the Issuing Banks; (b) presentment and demand for payment or performance of any of the Loan Obligations; (c) protest and notice of dishonor or of default (except as specifically required in this Agreement) with respect to the Loan Obligations or with respect to any security therefor; (d) notice of the Lenders obtaining, amending, substituting for, releasing, waiving or modifying any Lien, if any, hereafter securing the Loan Obligations, or the Administrative Agent’s, Lenders’ or Issuing Banks’ subordinating, compromising, discharging or releasing such Liens, if any; (e) all other notices to which the Borrower might otherwise be entitled in connection with the guaranty evidenced by this Section 10.04; and (f) demand for payment under this guaranty.
Section 10.05      Reinstatement . The obligations of each Guarantor under this Section 10.05 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any person in respect of the Loan Obligations is rescinded or must be otherwise restored by any holder of any of the Loan Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees that it will indemnify the Lenders on demand for all reasonable costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, Lenders and Issuing Banks in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.
Section 10.06      Remedies . Each Guarantor agrees to the fullest extent permitted by applicable law that, as between such Guarantor, on the one hand, and the Administrative Agent, Lenders and Issuing Banks, on the other hand, the Loan Obligations may be declared to be forthwith due and payable as provided in Article VII (and shall be deemed to have become automatically due and payable in the circumstances provided in Article VII) notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing such Loan Obligations from becoming automatically due and payable) as against any other person and that, in the event of such declaration (or such Loan Obligations being deemed to have become automatically due and payable), such Loan Obligations (whether or not due and payable by any other person) shall forthwith become due and payable by such Guarantor.
Section 10.07      Limitation of Guaranty . Notwithstanding any provision to the contrary contained herein, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code). Notwithstanding anything herein or in any other Loan Document, the partners of the Loan Parties shall not be personally liable under this Agreement or any other Loan Document .
[ Signature Pages Follow ]


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first written above.

APOLLO MANAGEMENT HOLDINGS, L.P. , as the Borrower
By: Apollo Management Holdings GP, LLC, its general partner
By: /s/ Jessica L. Lomm     
Name: Jessica L. Lomm
Title: Vice President
APOLLO PRINCIPAL HOLDINGS I, L.P. , as a Guarantor
By: Apollo Principal Holdings I GP, LLC, its general partner
By: /s/ Jessica L. Lomm     
Name: Jessica L. Lomm
Title: Vice President
APOLLO PRINCIPAL HOLDINGS II, L.P. , as a Guarantor
By: Apollo Principal Holdings II GP, LLC, its general partner
By: /s/ Jessica L. Lomm     
Name: Jessica L. Lomm
Title: Vice President
APOLLO PRINCIPAL HOLDINGS III, L.P. , as a Guarantor
By: Apollo Principal Holdings III GP, Ltd., its general partner
By: /s/ Jessica L. Lomm     
Name: Jessica L. Lomm
Title: Vice President
APOLLO PRINCIPAL HOLDINGS IV, L.P. , as a Guarantor
By: Apollo Principal Holdings IV GP, Ltd., its general partner
By: /s/ Jessica L. Lomm     
Name: Jessica L. Lomm
Title: Vice President
APOLLO PRINCIPAL HOLDINGS V, L.P. , as a Guarantor
By: Apollo Principal Holdings V GP, LLC, its general partner
By: /s/ Jessica L. Lomm     
Name: Jessica L. Lomm
Title: Vice President
APOLLO PRINCIPAL HOLDINGS VI, L.P. , as a Guarantor
By: Apollo Principal Holdings VI GP, LLC, its general partner
By: /s/ Jessica L. Lomm     
Name: Jessica L. Lomm
Title: Vice President
APOLLO PRINCIPAL HOLDINGS VII, L.P. , as a Guarantor
By: Apollo Principal Holdings VII GP, Ltd., its general partner
By: /s/ Jessica L. Lomm     
Name: Jessica L. Lomm
Title: Vice President
APOLLO PRINCIPAL HOLDINGS VIII, L.P. , as a Guarantor
By: Apollo Principal Holdings VIII GP, Ltd., its general partner
By: /s/ Jessica L. Lomm     
Name: Jessica L. Lomm
Title: Vice President
APOLLO PRINCIPAL HOLDINGS IX, L.P. , as a Guarantor
By: Apollo Principal Holdings IX GP, Ltd., its general partner
By: /s/ Jessica L. Lomm     
Name: Jessica L. Lomm
Title: Vice President
APOLLO PRINCIPAL HOLDINGS X, L.P. , as a Guarantor
By: Apollo Principal Holdings X GP, Ltd., its general partner
By: /s/ Jessica L. Lomm     
Name: Jessica L. Lomm
Title: Vice President

APOLLO PRINCIPAL HOLDINGS XI, LLC. , as a Guarantor
By: /s/ Jessica L. Lomm     
Name: Jessica L. Lomm
Title: Class A Credit Facility Signatory

1
        

APOLLO PRINCIPAL HOLDINGS XII, L.P. , as a Guarantor
By: Apollo Principal Holdings XII GP, LLC, its general partner
By: /s/ Jessica L. Lomm     
Name: Jessica L. Lomm
Title: Authorized Signatory



[Signature Page to Credit Agreement]
        

AMH HOLDINGS (CAYMAN), L.P. , as a Guarantor
By: AMH Holdings GP, Ltd., its general partner
By: Apollo Management Holdings GP, LLC, its director
By: /s/ Jessica L. Lomm     
Name: Jessica L. Lomm
Title: Authorized Signatory

[Signature Page to Credit Agreement]

APOLLO MANAGEMENT, L.P. , as a Guarantor
By: Apollo Management, L.P., its general partner
By: /s/ Jessica L. Lomm     
Name: Jessica L. Lomm
Title: Vice President

[Signature Page to Credit Agreement]

APOLLO CAPITAL MANAGEMENT, L.P. , as a Guarantor
By: Apollo Capital Management, L.P., its general partner
By: /s/ Jessica L. Lomm     
Name: Jessica L. Lomm
Title: Vice President

[Signature Page to Credit Agreement]

APOLLO INTERNATIONAL MANAGEMENT, L.P. , as a Guarantor
By: Apollo International Management, L.P., its general partner
By: /s/ Jessica L. Lomm     
Name: Jessica L. Lomm    
Title: Vice President

[Signature Page to Credit Agreement]

ST HOLDINGS GP, LLC , as a Guarantor
By: /s/ Jessica L. Lomm     
Name: Jessica L. Lomm
Title: Authorized Signatory

[Signature Page to Credit Agreement]

ST MANAGEMENT HOLDINGS, LLC , as a Guarantor
By: /s/ Jessica L. Lomm     
Name: Jessica L. Lomm
Title: Authorized Signatory

[Signature Page to Credit Agreement]

AAA HOLDINGS, L.P. , as a Guarantor
By: AAA Holdings GP Limited, its general partner
By: /s/ Jessica L. Lomm     
Name: Jessica L. Lomm
Title: Authorized Signatory





[Signature Page to Credit Agreement]


CITIBANK, N.A. , as Administrative Agent, Issuing Bank, Swingline Lender and a Lender
By: /s/ Maureen Maroney     
Name: Maureen Maroney
Title: Vice President

[Signature Page to Credit Agreement]


BANK OF AMERICA, N.A. , as Issuing Bank and a Lender
By: /s/ Charles G. Hart     
Name: Charles G. Hart
Title: Vice President

[Signature Page to Credit Agreement]



BARCLAYS BANK PLC , as a Lender
By: /s/ Ronnie Glenn

Name: Ronnie Glenn
Title: Director

[Signature Page to Credit Agreement]




CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH , as a Lender
By: /s/ Judith Smith

Name: Judith Smith
Title: Authorized Signatory

By: /s/ Andrew Griffin

Name: Andrew Griffin
Title: Authorized




[Signature Page to Credit Agreement]




DEUTSCHE BANK AG, NEW YORK BRANCH , as a Lender
By: /s/ Virginia Consenza

Name: Virginia Conseza
Title: Vice President

By: /s/ Ming K. Chu

Name: Ming K. Chu
Title: Director


[Signature Page to Credit Agreement]




GOLDMAN SACHS BANK USA , as a Lender
By: /s/ Ryan Durkin

Name: Ryan Durkin
Title: Authorized Signatory


[Signature Page to Credit Agreement]




JPMORGAN CHASE BANK, N.A. , as a Lender
By: /s/ Matthew Griffith

Name: Matthew Griffith
Title: Executive Director


[Signature Page to Credit Agreement]




MORGAN STANLEY BANK, N.A. , as a Lender
By: /s/ Michael King

Name: Michael King
Title: Authorized Signatory


[Signature Page to Credit Agreement]




ROYAL BANK OF CANADA , as a Lender
By: /s/ Alex Figueroa

Name: Alex Figueroa
Title: Authorized Signatory


[Signature Page to Credit Agreement]




SOCIETE GENERALE , as a Lender
By: /s/ Nick Heptintall

Name: Nick Heptinstall
Title: Managing Director


[Signature Page to Credit Agreement]




U.S. BANK NATIONAL ASSOCIATION , as a Lender
By: /s/ Chris Catucci

Name: Chris Catucci
Title: VP, Corporate Bank, Securities Industry & Asset Mgt Division


[Signature Page to Credit Agreement]




WELLS FARGO BANK, NATIONAL ASSOCIATION , as a Lender
By: /s/ Heidi Samuels

Name: Heidi Samuels
Title: Director


[Signature Page to Credit Agreement]




BMO HARRIS BANK N.A. , as a Lender
By: /s/ Daniel Ryan

Name: Daniel Ryan
Title: Vice President


[Signature Page to Credit Agreement]




BNP PARIBAS , as a Lender
By: /s/ Warren Eckstein

Name: Warren Eckstein
Title: Managing Director

By: /s/ Marguerite L. Lebon

Name: Marguerite L. Lebon
Title: Vice President



[Signature Page to Credit Agreement]




HSBC BANK USA, N.A. , as a Lender
By: /s/ Mark Epley

Name: Mark Epley
Title: Managing Director

[Signature Page to Credit Agreement]




MIZUHO BANK, LTD. , as a Lender
By: /s/ Raymond Ventura

Name: Raymond Ventura
Title: Managing Director

[Signature Page to Credit Agreement]




MUFG BANK, LTD. , as a Lender
By: /s/ Suzanne Ley

Name: Suzanne Ley
Title: Director


[Signature Page to Credit Agreement]




NOMURA CORPORATE FUNDING AMERICAS, LLC , as a Lender
By: /s/ Andrew Keith

Name: Andrew Keith
Title: Executive Director


[Signature Page to Credit Agreement]




UBS AG, STAMFORD BRANCH , as a Lender
By: /s/ Houssem Daly

Name: Houssem Daly
Title: Associate Director

By: /s/ Darlene Arias

Name: Darlene Arias
Title: Director



[Signature Page to Credit Agreement]



EXHIBIT A
FORM OF ASSIGNMENT AND ACCEPTANCE
Reference is made to the Credit Agreement, dated as of July 11, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among (i) Apollo Management Holdings, L.P., a Delaware limited partnership, as the borrower of the Revolving Facility (including any successor thereof, the “ Borrower ”); (ii) Apollo Principal Holdings I, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings II, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VI, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, APOLLO MANAGEMENT, L.P., a Delaware limited partnership, APOLLO CAPITAL MANAGEMENT, L.P., a Delaware limited partnership, APOLLO INTERNATIONAL MANAGEMENT, L.P., a Delaware limited partnership, ST HOLDINGS GP, LLC, a Cayman Islands limited liability company, ST MANAGEMENT HOLDINGS, LLC, a Cayman Islands limited liability company, AAA HOLDINGS, L.P., a Guernsey limited partnership (collectively, the “ Initial Guarantors ”); (iii) the other Guarantors party thereto from time to time; (iv) the Lenders party thereto from time to time; (v) the Issuing Banks party thereto from time to time; and (vi) Citibank, N.A., as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”). Terms defined in the Credit Agreement are used herein with the same meanings.
1. The Assignor hereby irrevocably sells and assigns, without recourse, to the Assignee, and the Assignee hereby irrevocably purchases and assumes, without recourse, from the Assignor, effective as of the Effective Date set forth below (the “ Effective Date ”) (but not prior to the registration of the information contained herein in the Register pursuant to Section 9.04(b)(v) of the Credit Agreement), the interests set forth below (the “ Assigned Interest ”) in the Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents, including, without limitation, the amounts and percentages set forth below of (i) the Commitments of the Assignor on the Effective Date set forth below and (ii) the Loans owing to the Assignor which are outstanding on the Effective Date. Each of the Assignor and the Assignee hereby makes and agrees to be bound by all the representations, warranties and agreements set forth in Section 9.04(c) of the Credit Agreement, a copy of which has been received by each such party. From and after the Effective Date, (i) the




Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the Loan Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.
2. Pursuant to Section 9.04(b)(ii) of the Credit Agreement, this Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if required by Section 9.04(b)(ii)(B) of the Credit Agreement, a processing and recordation fee of $3,500 and (ii) if the Assignee is not already a Lender under the Credit Agreement, a completed Administrative Questionnaire and any tax forms required to be delivered pursuant to Section 2.17 of the Credit Agreement.
3. This Assignment and Acceptance shall be construed in accordance with and governed by the laws of the State of New York, without regard to any principle of conflicts of law that could require the application of any other law.
Date of Assignment:     
Legal Name of Assignor (“ Assignor ”):     
Legal Name of Assignee (“ Assignee ”):     
Assignee’s Address for Notices:     
    
Effective Date of Assignment:     
Facility/Commitment
Principal Amount
 
Assigned
Percentage Assigned of Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments of all Lenders thereunder)
Revolving Facility Loans/Commitments
$
%


The Assignee shall deliver to the Administrative Agent an Administrative Questionnaire in a form approved by the Administrative Agent in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about




the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

[Signature pages follow.]





The terms set forth above are hereby agreed to:
Accepted:
_______________, as Assignor


by: _________________________
Name:
Title:
CITIBANK, N.A. ,
as Administrative Agent

by: _________________________
Name:
Title:
_______________, as Assignee


by: ________________________
      Name:
      Title:
[ INSERT NAME ],
as Swingline Lender

by: _________________________
      Name:
      Title:

CITIBANK, N.A. ,
as Issuing Bank

by: _________________________
      Name:
      Title:

BANK OF AMERICA, N.A. ,
as Issuing Bank

by: _________________________
      Name:
      Title:

 
APOLLO MANAGEMENT HOLDINGS, L.P.  
By: Apollo Management Holdings GP, LLC, its general partner
By: _________________________
Name:
Title:


[Signature page to Assignment and Acceptance]
EXHIBIT B

FORM OF ADMINISTRATIVE QUESTIONNAIRE
ADMINISTRATIVE QUESTIONNAIRE
 
Apollo Management Holdings, L.P.
 
 
 
 
 
 
 
 
 
 
Agent Address:
1615 Brett Road
OPS III
New Castle, DE 19720
 
Return form to:
Facsimile:
E-mail:
Citibank, N.A.
(646) 843-3644
loanssyndicateteam@citi.com
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

It is very important that all  of the requested information be completed accurately and that this questionnaire be returned promptly. If your institution is sub-allocating its allocation, please fill out an administrative questionnaire for each legal entity.

 
 
 
 
 
 
 
 
 
 
Legal Name of Lender to appear in Documentation:
 
 
 
Signature Block Information:
 
 
 
 
 
 
•
Signing Credit Agreement
 Yes
No
•
Coming in via Assignment
 Yes
No
 
 
 
 
 
Type of Lender:
 
(Bank, Asset Manager, Broker/Dealer, CLO/CDO; Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other-please specify)
 
 
 
 
 
Lender Parent:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Domestic Address
 
Eurodollar Address
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





Contacts/Notification Methods: Borrowings, Paydowns, Interest, Fees, etc
 
 
 
 
 
 
Primary Credit Contact
 
Secondary Credit Contact
Name:
 
 
 
Company:
 
 
 
Title:
 
 
 
Address:
 
 
 
 
 
 
 
 
 
 
 
Telephone:
 
 
 
Facsimile:
 
 
 
E-Mail Address:
 
 
 
 
 
 
 
 
 
 
 
 
Primary Operations Contact
 
Primary Disclosure Contact
Name:
 
 
 
Company:
 
 
 
Title:
 
 
 
Address:
 
 
 
 
 
 
 
 
 
 
 
Telephone:
 
 
 
Facsimile:
 
 
 
E-Mail Address:
 
 
 
 
 
 
 
 
 
 
 
 
Bid Contact
 
L/C Contact
Name:
 
 
 
Company:
 
 
 
Title:
 
 
 
Address:
 
 
 
 
 
 
 
 
 
 
 
Telephone:
 
 
 
Facsimile:
 
 
 
E-Mail Address:
 
 
 






Lender’s Domestic Wire Instructions
 
 
 
 
 
Bank Name:
 
ABA/Routing No.:
 
Account Name:
 
Account No.:
 
FFC Account Name:
 
FFC Account No.:
 
Attention:
 
Reference:
 
 
 
 
 
 
 
 
 
Lender’s Foreign Wire Instructions
 
 
 
 
Currency:
 
Bank Name:
 
Swift/Routing No.:
 
Account Name:
 
Account No.:
 
FFC Account Name:
 
FFC Account No.:
 
Attention:
 
Reference:
 






Agent’s Wire Instructions
 
 
 
 
Bank Name:
Citibank N.A.
 
 
ABA/Routing No.:
21000089
 
 
Account Name:
Agency/Medium Term Finance
 
 
Account No.:
36852248
 
 
Reference:
Apollo Management Holdings, L.P.
 
 
Tax Documents
 
NON-U.S. LENDER INSTITUTIONS :

I. Corporations :
If your institution is organized outside of the United States for U.S. federal income tax purposes, and  is the beneficial owner of the interest and other income it receives, you must complete one of the following three tax forms, as applicable to your institution: a.)Form W-8BEN-E  ( Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities) ), b.)Form W-8ECI  ( Income Effectively Connected to a U.S. Trade or Business ), or c.)Form W-8EXP  ( Certificate of Foreign Government or Governmental Agency ) or any new or acceptable substitute or successor form(s).

A U.S. taxpayer identification number is required for any institution submitting Form W-8ECI. It is also required on Form W-8BEN-E for certain institutions claiming the benefits of a tax treaty with the U.S. Please refer to the instructions when completing the form applicable to your institution. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms.   An original tax form must be submitted.

II. Flow-Through Entities :
If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S. flow-through entity, an original Form W-8IMY  ( Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding ) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms and other supporting documentation for each of the underlying beneficial owners.

Please refer to the instructions when completing this form. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms.   Original tax form(s) must be submitted.
 
U.S. LENDER INSTITUTIONS :

If your institution is incorporated or organized within  the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9.

Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned prior to the first payment of income. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding.








EXHIBIT C

FORM OF BORROWING REQUEST
Date: ________________, 20____
To:
Citibank, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”) under that certain Credit Agreement, dated as of July 11, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among (i) Apollo Management Holdings, L.P., a Delaware limited partnership, as the borrower of the Revolving Facility (including any successor thereof, the “ Borrower ”); (ii) Apollo Principal Holdings I, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings II, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VI, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, APOLLO MANAGEMENT, L.P., a Delaware limited partnership, APOLLO CAPITAL MANAGEMENT, L.P., a Delaware limited partnership, APOLLO INTERNATIONAL MANAGEMENT, L.P., a Delaware limited partnership, ST HOLDINGS GP, LLC, a Cayman Islands limited liability company, ST MANAGEMENT HOLDINGS, LLC, a Cayman Islands limited liability company, AAA HOLDINGS, L.P., a Guernsey limited partnership (collectively, the “ Initial Guarantors ”); (iii) the other Guarantors party thereto from time to time; (iv) the Lenders party thereto from time to time; (v) the Issuing Banks party thereto from time to time; and (vi) the Administrative Agent.
Ladies and Gentlemen:
Reference is made to the above-described Credit Agreement. Terms defined in the Credit Agreement, wherever used herein, unless otherwise defined herein, shall have the same meanings herein as are prescribed by the Credit Agreement. The undersigned hereby irrevocably notifies you of the Borrowing specified below:
1.
The Borrowing will be a Borrowing of _________ Loans.

2.
The aggregate amount of the proposed Borrowing is: $_________.

3.
The currency of the proposed Borrowing is: ____________.
4.
The Business Day of the proposed Borrowing is: _____________, 20___.

5.
The Borrowing is comprised of $___________ of ABR Loans and $____________ of Eurocurrency Loans.

017670-0129-Active.26418228.6



6.
The duration of the Interest Period for the Eurocurrency Loans, if any, included in the Borrowing shall be ____________ month(s).

7.
The location and number of the account to which the proceeds of such Borrowing are to be deposited is _________________.

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Borrowing:
(A)    The representations and warranties set forth in the Loan Documents are true and correct in all material respects as of the date hereof, with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date); and
(B)    No Event of Default or Default has occurred and is continuing.


[Signature page follows.]

This Borrowing Request, issued pursuant to and subject to the Credit Agreement, is executed as of the date first written above.
APOLLO MANAGEMENT HOLDINGS, L.P.  
By: Apollo Management Holdings GP, LLC, its general partner
By: _________________________
Name:
Title:




FORM OF SWINGLINE BORROWING REQUEST
Date: ________________, 20____
To:
Citibank, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”) under that certain Credit Agreement, dated as of July 11, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among (i) Apollo Management Holdings, L.P., a Delaware limited partnership, as the borrower of the Revolving Facility (including any successor thereof, the “ Borrower ”); (ii) Apollo Principal Holdings I, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings II, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VI, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, APOLLO MANAGEMENT, L.P., a Delaware limited partnership, APOLLO CAPITAL MANAGEMENT, L.P., a Delaware limited partnership, APOLLO INTERNATIONAL MANAGEMENT, L.P., a Delaware limited partnership, ST HOLDINGS GP, LLC, a Cayman Islands limited liability company, ST MANAGEMENT HOLDINGS, LLC, a Cayman Islands limited liability company, AAA HOLDINGS, L.P., a Guernsey limited partnership (collectively, the “ Initial Guarantors ”); (iii) the other Guarantors party thereto from time to time; (iv) the Lenders party thereto from time to time; (v) the Issuing Banks party thereto from time to time; and (vi) the Administrative Agent.
Ladies and Gentlemen:
Reference is made to the above-described Credit Agreement. Terms defined in the Credit Agreement, wherever used herein, unless otherwise defined herein, shall have the same meanings herein as are prescribed by the Credit Agreement. The undersigned hereby irrevocably notifies you, pursuant to Section 2.04(b) of the Credit Agreement, of the Swingline Borrowing specified below:
1.
The Business Day of the proposed Swingline Borrowing is: _____________, 20___.

2.
The aggregate amount of the proposed Swingline Borrowing is:

$____________.

3.
The location and number of the account to which the proceeds of such Swingline Borrowing are to be deposited is _____________.

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Swingline Borrowing:
(A)    The representations and warranties set forth in the Loan Documents are true and correct in all material respects as of the date hereof, with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date); and
(B)    No Event of Default or Default has occurred and is continuing.

[Signature page follows.]

This Swingline Borrowing Request, issued pursuant to and subject to the Credit Agreement, is executed as of the date first written above.
APOLLO MANAGEMENT HOLDINGS, L.P.  
By: Apollo Management Holdings GP, LLC, its general partner
By: _________________________
Name:
Title:


 

FORM OF INTEREST ELECTION REQUEST
Date: ________________, __________
To:
Citibank, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”) under that certain Credit Agreement, dated as of July 11, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among (i) Apollo Management Holdings, L.P., a Delaware limited partnership, as the borrower of the Revolving Facility (including any successor thereof, the “ Borrower ”); (ii) Apollo Principal Holdings I, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings II, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VI, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, APOLLO MANAGEMENT, L.P., a Delaware limited partnership, APOLLO CAPITAL MANAGEMENT, L.P., a Delaware limited partnership, APOLLO INTERNATIONAL MANAGEMENT, L.P., a Delaware limited partnership, ST HOLDINGS GP, LLC, a Cayman Islands limited liability company, ST MANAGEMENT HOLDINGS, LLC, a Cayman Islands limited liability company, AAA HOLDINGS, L.P., a Guernsey limited partnership (collectively, the “ Initial Guarantors ”); (iii) the other Guarantors party thereto from time to time; (iv) the Lenders party thereto from time to time; (v) the Issuing Banks party thereto from time to time; and (vi) the Administrative Agent.
Ladies and Gentlemen:
Reference is made to the above-described Credit Agreement. Terms defined in the Credit Agreement, wherever used herein, unless otherwise defined herein, shall have the same meanings herein as are prescribed by the Credit Agreement. This notice constitutes an Interest Election Request and the Borrower hereby makes an election with respect to the Loans under the Credit Agreement specified below, and in connection therewith the Borrower specifies the following information with respect to such election:
1.
Borrowing to which this request applies (including Facility, principal amount and Type of Loans subject to election): _________________.

2.
Effective date of election: _____________, 20___.

3.
The Loans are to be [converted into] [continued as] [ABR] [Eurocurrency] Loans.

4.
The duration of the Interest Period for the Eurocurrency Loans, if any, included in the election shall be ______________ months.


[Signature page follows.]

This Interest Election Request, issued pursuant to and subject to the Credit Agreement, is executed as of the date first written above.

APOLLO MANAGEMENT HOLDINGS, L.P.  
By: Apollo Management Holdings GP, LLC, its general partner
By: _________________________
Name:
Title:


 


FORM OF GUARANTOR JOINDER AGREEMENT

SUPPLEMENT NO. ___, dated as of ___________ ____, 20__ (as amended, restated, supplemented or otherwise modified from time to time, this “ Supplement ”), to the Credit Agreement, dated as of July 11, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among (i) Apollo Management Holdings, L.P., a Delaware limited partnership, as the borrower of the Revolving Facility (including any successor thereof, the “ Borrower ”); (ii) Apollo Principal Holdings I, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings II, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VI, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, APOLLO MANAGEMENT, L.P., a Delaware limited partnership, APOLLO CAPITAL MANAGEMENT, L.P., a Delaware limited partnership, APOLLO INTERNATIONAL MANAGEMENT, L.P., a Delaware limited partnership, ST HOLDINGS GP, LLC, a Cayman Islands limited liability company, ST MANAGEMENT HOLDINGS, LLC, a Cayman Islands limited liability company, AAA HOLDINGS, L.P., a Guernsey limited partnership (collectively, the “ Initial Guarantors ”); (iii) the other Guarantors party thereto from time to time; (iv) the Lenders party thereto from time to time; (v) the Issuing Banks party thereto from time to time; and (vi) Citibank, N.A., as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”).
A.
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
B.
Each Initial Guarantor has entered into the Credit Agreement in order to induce the Lenders to make Loans and each Issuing Bank to issue Letters of Credit.
C.
Section 5.07 of the Credit Agreement provides that additional Material AGM Operating Group Entities must become Guarantors under the Credit Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Material AGM Operating Group Entity (the “ New Guarantor ”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Credit Agreement in order to induce the Lenders to maintain and/or make additional Loans and each Issuing Bank to maintain and/or issue additional Letters of Credit, and as consideration for Loans previously made and Letters of Credit previously issued.
Accordingly, the New Guarantor agrees as follows:
SECTION 1. In accordance with Section 5.07 of the Credit Agreement, the New Guarantor by its signature below becomes a Guarantor under the Credit Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby agrees to all terms and provisions of the Credit Agreement applicable to it as a Guarantor thereunder. In furtherance of the foregoing, the New Guarantor does hereby guarantee to the Administrative Agent, for the benefit of the Issuing Banks and the Lenders, the prompt payment of the Loan Obligations in full when due as set forth in the Credit Agreement. Each reference to a “Guarantor” in the Credit Agreement and in this Supplement shall be deemed to include the New Guarantor. The Credit Agreement is hereby incorporated herein by reference.
SECTION 2. The New Guarantor represents and warrants to the Administrative Agent that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.
SECTION 3. This Supplement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract. This Supplement shall become effective when the Administrative Agent shall have received a counterpart of this Supplement that bears the signature of the New Guarantor. Delivery of an executed counterpart to this Supplement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed original.
SECTION 4. Except as expressly supplemented hereby, the Credit Agreement shall remain in full force and effect.
SECTION 5. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW.
SECTION 6. In the event any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Credit Agreement shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 9.01 of the Credit Agreement.
SECTION 8. The New Guarantor agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses in connection with this Supplement, including the reasonable and documented fees, disbursements and other charges of one primary outside counsel to the Administrative Agent.
[ remainder of page intentionally left blank; signature page follows ]

IN WITNESS WHEREOF, the New Guarantor has duly executed this Supplement to the Credit Agreement as of the day and year first above written.
[Name of New Guarantor]
By:

Name:
Title:

FORM OF U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Not Treated As Partnerships For
U.S. Federal Income Tax Purposes)
Reference is made to the Credit Agreement, dated as of July 11, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among (i) Apollo Management Holdings, L.P., a Delaware limited partnership, as the borrower of the Revolving Facility (including any successor thereof, the “ Borrower ”); (ii) Apollo Principal Holdings I, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings II, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VI, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, APOLLO MANAGEMENT, L.P., a Delaware limited partnership, APOLLO CAPITAL MANAGEMENT, L.P., a Delaware limited partnership, APOLLO INTERNATIONAL MANAGEMENT, L.P., a Delaware limited partnership, ST HOLDINGS GP, LLC, a Cayman Islands limited liability company, ST MANAGEMENT HOLDINGS, LLC, a Cayman Islands limited liability company, AAA HOLDINGS, L.P., a Guernsey limited partnership (collectively, the “ Initial Guarantors ”); (iii) the other Guarantors party thereto from time to time; (iv) the Lenders party thereto from time to time; (v) the Issuing Banks party thereto from time to time; and (vi) Citibank, N.A., as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
Pursuant to the provisions of Section 2.17(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no interest payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business.
The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the Borrower or the Administrative Agent to the undersigned, or in either of the two calendar years preceding each such payment.
[Signature page follows.]
[Foreign Lender]
By:
        
Name:    
Title:    
[Address]
Dated:    ______________________, 20[ ]

FORM OF U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Treated As Partnerships For
U.S. Federal Income Tax Purposes)
Reference is made to the Credit Agreement, dated as of July 11, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among (i) Apollo Management Holdings, L.P., a Delaware limited partnership, as the borrower of the Revolving Facility (including any successor thereof, the “ Borrower ”); (ii) Apollo Principal Holdings I, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings II, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VI, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, APOLLO MANAGEMENT, L.P., a Delaware limited partnership, APOLLO CAPITAL MANAGEMENT, L.P., a Delaware limited partnership, APOLLO INTERNATIONAL MANAGEMENT, L.P., a Delaware limited partnership, ST HOLDINGS GP, LLC, a Cayman Islands limited liability company, ST MANAGEMENT HOLDINGS, LLC, a Cayman Islands limited liability company, AAA HOLDINGS, L.P., a Guernsey limited partnership (collectively, the “ Initial Guarantors ”); (iii) the other Guarantors party thereto from time to time; (iv) the Lenders party thereto from time to time; (v) the Issuing Banks party thereto from time to time; and (vi) Citibank, N.A., as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
Pursuant to the provisions of 2.17(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) neither the undersigned nor any of its partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no interest payments in connection with any Loan Document are effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business.
The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) and IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.
[Signature page follows.]

[Foreign Lender]
By:
        
Name:    
Title:    
[Address]
Dated:    ______________________, 20[ ]

FORM OF U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Not Treated As Partnerships For
U.S. Federal Income Tax Purposes)
Reference is made to the Credit Agreement, dated as of July 11, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among (i) Apollo Management Holdings, L.P., a Delaware limited partnership, as the borrower of the Revolving Facility (including any successor thereof, the “ Borrower ”); (ii) Apollo Principal Holdings I, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings II, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VI, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, APOLLO MANAGEMENT, L.P., a Delaware limited partnership, APOLLO CAPITAL MANAGEMENT, L.P., a Delaware limited partnership, APOLLO INTERNATIONAL MANAGEMENT, L.P., a Delaware limited partnership, ST HOLDINGS GP, LLC, a Cayman Islands limited liability company, ST MANAGEMENT HOLDINGS, LLC, a Cayman Islands limited liability company, AAA HOLDINGS, L.P., a Guernsey limited partnership (collectively, the “ Initial Guarantors ”); (iii) the other Guarantors party thereto from time to time; (iv) the Lenders party thereto from time to time; (v) the Issuing Banks party thereto from time to time; and (vi) Citibank, N.A., as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
Pursuant to the provisions of Section 2.17(e) and Section 9.04(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no interest payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business.
The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.

[Signature page follows.]
[Foreign Participant]
By:
        
Name:    
Title:    
[Address]
Dated:    ______________________, 20[ ]


FORM OF U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Treated As Partnerships For
U.S. Federal Income Tax Purposes)
Reference is made to the Credit Agreement, dated as of July 11, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among (i) Apollo Management Holdings, L.P., a Delaware limited partnership, as the borrower of the Revolving Facility (including any successor thereof, the “ Borrower ”); (ii) Apollo Principal Holdings I, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings II, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings III, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings V, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VI, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings VIII, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings IX, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings X, L.P., a Cayman Islands exempted limited partnership, Apollo Principal Holdings XI, LLC, an Anguilla limited liability company, Apollo Principal Holdings XII, L.P., a Cayman Islands exempted limited partnership, AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, APOLLO MANAGEMENT, L.P., a Delaware limited partnership, APOLLO CAPITAL MANAGEMENT, L.P., a Delaware limited partnership, APOLLO INTERNATIONAL MANAGEMENT, L.P., a Delaware limited partnership, ST HOLDINGS GP, LLC, a Cayman Islands limited liability company, ST MANAGEMENT HOLDINGS, LLC, a Cayman Islands limited liability company, AAA HOLDINGS, L.P., a Guernsey limited partnership (collectively, the “ Initial Guarantors ”); (iii) the other Guarantors party thereto from time to time; (iv) the Lenders party thereto from time to time; (v) the Issuing Banks party thereto from time to time; and (vi) Citibank, N.A., as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
Pursuant to the provisions of Section 2.17(e) and Section 9.04(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no interest payments in connection with any Loan Document are effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business.
The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) and IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.
[Signature page follows.]

[Foreign Participant]
By:
        
Name:    
Title:    
[Address]
Dated:    ______________________, 20[ ]


Schedule 1.01
Designated Lenders on Closing Date


Citibank, N.A.
Bank of America, N.A.
JPMorgan Chase Bank, N.A.
Barclays Bank PLC
Goldman Sachs Bank USA
Credit Suisse AG, Cayman Islands Branch
Morgan Stanley Bank, N.A.
Royal Bank of Canada
Société Générale
U.S. Bank National Association
Wells Fargo Bank, National Association
Deutsche Bank AG, New York Branch

Schedule 2.01
Commitments and Loans

Lender
Revolving Facility Commitment
Letter of Credit Commitment
Citibank, N.A.
$55,000,000.00
$50,000,000.00
Bank of America, N.A.
$55,000,000.00
$50,000,000.00
Barclays Bank PLC
$50,000,000.00
 
Credit Suisse AG, Cayman Islands Branch
$50,000,000.00
 
Deutsche Bank AG, New York Branch
$50,000,000.00
 
Goldman Sachs Bank USA
$50,000,000.00
 
JPMorgan Chase Bank, N.A.
$50,000,000.00
 
Morgan Stanley Bank, N.A.
$50,000,000.00
 
Royal Bank of Canada
$50,000,000.00
 
Societe Generale
$50,000,000.00
 
U.S. Bank National Association
$50,000,000.00
 
Wells Fargo Bank, National Association
$50,000,000.00
 
BMO Harris Bank N.A.
$20,000,000.00
 
BNP Paribas
$20,000,000.00
 
HSBC Bank USA, N.A.
$20,000,000.00
 
Mizuho Bank, Ltd.
$20,000,000.00
 
MUFG Bank, Ltd.
$20,000,000.00
 
Nomura Corporate Funding Americas, LLC
$20,000,000.00
 
UBS AG, Stamford Branch
$20,000,000.00
 
Total Commitment
$750,000,000.00
$100,000,000.00


Schedule 6.01(a)
Liens

None.





Schedule 9.01
Notice Information

Party
Notice Address
Any Loan Party
Apollo Management Holdings, L.P. c/o Apollo Management
9 West 57 th Street, 43 rd Floor New York, New York 10019
Attention: Martin Kelly Telephone: (212) 822-0480
Facsimile: (646) 607-0941
Email Address: mkelly@apollolp.com  
with copy to:
9 West 57th Street, 43rd Floor
New York, New York 10019
Attention: John Suydam
Telephone: (212) 515-3237
Facsimile: (212) 515-3251
Email Address: jsuydam@apollolp.com

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas
New York, NY 10019 Attention: Brad J. Finkelstein Telephone: (212) 373-3074
Facsimile: (212) 492-0074
Email Address: bfinkelstein@paulweiss.com




Administrative Agent and Initial Issuing Bank
For notices on the Credit Agreement:

Citibank, N.A.
Citibank Delaware
1615 Brett Road
OPS III
New Castle, DE 19720
Attn: Agency Operations
Phone: (302) 894-6010
Fax: (646) 274-5080
Email: glagentofficeops@citi.com  

Bank of America, N.A.
1 Fleet Way
Mailcode: PA6-580-02-30
Attention: Charles P. Herron
Telephone: 570-496-9564
Telecopier: 800-755-8743
Email: Charles.p.herron@baml.com

For purposes other than draw/roll notices:

Citibank, N.A.
Citibank Delaware
1615 Brett Road
OPS III
New Castle, DE 19720
Attn: Agency Operations
Phone: (302) 894-6010
Fax: (646) 274-5080
Email: glagentofficeops@citi.com






Exhibit 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Leon Black, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 of Apollo Global Management, LLC;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.



Date: August 6, 2018
 
/s/ Leon Black
Leon Black
Chief Executive Officer




Exhibit 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Martin Kelly, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 of Apollo Global Management, LLC
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Date: August 6, 2018
 
/s/ Martin Kelly
Martin Kelly
Chief Financial Officer




Exhibit 32.1
Certification of the Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Apollo Global Management, LLC (the “Company”) on Form 10-Q for the quarter ended June 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Leon Black, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 6, 2018
 
/s/ Leon Black
Leon Black
Chief Executive Officer
 
*
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.




Exhibit 32.2
Certification of the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Apollo Global Management, LLC (the “Company”) on Form 10-Q for the quarter ended June 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Martin Kelly, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 6, 2018
 
/s/ Martin Kelly
Martin Kelly
Chief Financial Officer
 
 
*
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.