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the interest any partner holds in the Partnership, either as a General Partner or a Limited Partner, as appropriate. "Intermediate Holdings" means AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership. "Investment' shall mean any investment (or similar term describing the results of the deploy

ks of the Partnership. "Non-Pro Rata Exchange" means an Exchange the proceeds of which (including, in the case of an In-Kind Exchange Distribution, the AOG Units) will be distributed to (or otherwise benefit) the Limited Partners in any manner other than a Pro Rata Exchange. "Original Agreement' has the mean

terests of. and operated and controlled all of the businesses and affairs of. the Apollo Operating Group through its wholly-owned general partners. AP Professional Holdings. L.P.. a Cayman Islands exempted limited partnership ("Holdings"). is the entity through which the Managing Partners and the Company's other partner

xpense to the actual amount of expense based on the units vested at the balance sheet date in accordance with U.S. GAAP. Additionally. the value of the AOG Units have been reduced to reflect the transfer restrictions imposed on units issued to the Managing Partners and Contributing Partners as well as the lac

oldings and any other partnership formed after the date hereof that has executed and delivered a joinder agreement hereto. "AP Professional" means AP Professional Holdings, L.P., an exempted limited partnership formed under the laws of the Cayman Islands. "AP Professional Partnership Agreement" means the Second Amende

ave received, to APO LLC and APO FC, if relevant, for cash or other consideration, as determined by APO Corp. in amounts equal to the fair value of the AOG Units to be transferred, such that, after such transfers, APO Corp., APO FC and APO LLC each hold AOG Units only in the Apollo Principal Partnerships for