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xchange Agreement, and the subsequent sale of such Class A Share at prevailing market prices for a Class A Share (unless the Person requesting such Exchange is willing to accept a lower price, e.g., to effect a block trade), (ii) a redemption of AOG Units initiated by Apollo or any of its Subsidiaries, s
and Heritage Fund, such Principal Group's Pecuniary Interest in the Heritage Points of such Heritage Fund divided by the Pecuniary Interest of all the Principal Groups in the Heritage Points of such Heritage Fund as set forth on Schedule I hereto, as adjusted pursuant to the Agreement Among Principals. For the avo
shall be adjusted pursuant to Section "Equivalent Heritage Points Deficit" means, with respect to a Principal Group, as of immediately prior to any Exchange, the excess (if any) of the number of Equivalent Heritage Points of such Principal Group over the Pecuniary Interest in the Heritage Points of such
and Heritage Fund, such Principal Group's Pecuniary Interest in the Heritage Points of such Heritage Fund divided by the Pecuniary Interest of all the Principal Groups in the Heritage Points of such Heritage Fund as set forth on Schedule I hereto, as adjusted pursuant to Sections 2.3 4.1(d1 and 4.2. For the avoida
be adjusted pursuant to Section 2.3. "Equivalent Heritage Points Deficit" means, with respect to a Principal Group, as of immediately prior to any Exchange, the excess (if any) of the number of Equivalent Heritage Points of such Principal Group over the Pecuniary Interest in the Heritage Points of such
and Heritage Fund, such Principal Group's Pecuniary Interest in the Heritage Points of such Heritage Fund divided by the Pecuniary Interest of all the Principal Groups in the Heritage Points of such Heritage Fund as set forth on Schedule I hereto, as adjusted pursuant to Sections 2.3, 4.1(d) and 4.2. For the avoid
Entities connected to both Exchange and the Principal Groups

United States
LOCATIONLeon Black
PERSONthe State of New York
LOCATION
Eric Holder
PERSONCayman
LOCATION
Cayman Islands
LOCATION
New York State
LOCATIONApollo Management Holdings
ORGANIZATIONthe Apollo Operating Group
ORGANIZATIONBRH Holdings GP
ORGANIZATIONthe Group of another Principal
ORGANIZATIONFund IV
ORGANIZATIONthe Tax Receivable Agreement
ORGANIZATIONJohn J. Suydam
PERSONApollo Netherlands Partners
ORGANIZATIONApollo Overseas Partners IV
ORGANIZATIONLevin
PERSONApollo Investment Fund IV
ORGANIZATIONthe Heritage Points
ORGANIZATION
Apollo Global Management
ORGANIZATION