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payable, if any, as a result of the receipt of such Forfeited Interests and Heritage Points, calculated based on the maximum combined U.S. federal, New York State and New York City tax rate applicable to individuals. Transfers pursuant to this Section 4.1(d) shall not increase a Principal Group's number of Tr
age Points of such Principal Group over the Pecuniary Interest in the Heritage Points of such Principal Group. "Exchange" means (i) the exchange by Holdings of an AOG Unit for a Class A Share pursuant to the Exchange Agreement, and the subsequent sale of such Class A Share, at prevailing market prices for a C
payable, if any, as a result of the receipt of such Forfeited Interests and Heritage Points, calculated based on the maximum combined U.S. federal, New York State and New York City tax rate applicable to individuals. Transfers pursuant to this Section 4.1(d) shall not increase a Principal Group's number of Tr
ge Points of such Principal Group over the Pecuniary Interest in the Heritage Points of such Principal Group. "Exchange" means (i) the exchange by Holdings of an AOG Unit for a Class A Share pursuant to the Exchange Agreement, and the subsequent sale of such Class A Share, at prevailing market prices for a C
quired to pay Taxes payable, if any, as a result of the receipt of such forfeited interests, calculated based on the maximum combined U.S. federal, New York State and New York City tax rate applicable to individuals. Transfers pursuant to this Section 4.2 shall not increase a Principal Group's number of Trans
age Points of such Principal Group over the Pecuniary Interest in the Heritage Points of such Principal Group. "Exchange" means (i) the exchange by Holdings of an AOG Unit for a Class A Share pursuant to the Exchange Agreement, and the subsequent sale of such Class A Share, at prevailing market prices for a C
Entities connected to both New York State and Holdings of an

United States
LOCATIONLeon Black
PERSONthe Southern District
LOCATIONthe State of New York
LOCATIONWeiss
PERSON
Eric Holder
PERSONLevin
PERSONCayman
LOCATION
Exchange
ORGANIZATION
the United States District Court
ORGANIZATION
Apollo Global Management
ORGANIZATION
Holdings
ORGANIZATIONApollo Management Holdings
ORGANIZATION
Cayman Islands
LOCATIONHarrah
ORGANIZATIONthe Tax Receivable Agreement
ORGANIZATIONthe Forfeited Interests
ORGANIZATIONApollo Co-Investors III
ORGANIZATIONApollo Asia Co-Investors Offshore
ORGANIZATIONRS Movie Holdings
ORGANIZATION