Epstein Secrets

bert_Bodian, Esq.] If, to Holdings: Any notice to Holdings shall be deemed given when notice is provided to LB, MR and JH. with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 128iAvenue of the Americas New York, NY 10019 Attention: John Scott, Esq. If, to Intermediate Holdings: Any not

a taxing authority, and shall include all interest, penalties and additions imposed with respect to such amounts. "Tax Receivable Agreement" means the Tax Receivable Agreement, dated as of the date the Prior Agreement, as amended through the date here by and among APO Corp., a Delaware corporation, Apollo Princi al Holdin

the topics discussed in this memorandum or any other aspect of Leon's estate planning. C.T.D. E.A.K. cc: Leon D. Black Alan S. Halperin (Paul, Weiss, Riflcind, Wharton & Garrison LLP) -14- EFTA00591806

s or artwork that cannot be managed. In addition, the use of CLATs in Leon's estate planning should not have any impact on benefits available under the Tax Receivable Agreement ("TRA"). b. Self-Dealing Rules We considered application of the self-dealing rules to an exchange of Apollo Operating Group ("AOG") units for Apol

vIS EFTA00583381 If, to Holdings: Any notice to Holdings shall be deemed given when notice is provided to LB, MR and JH. with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Attention: John Scott, Esq. If, to Intermediate Holdings: Any not

a taxing authority, and shall include all interest, penalties and additions imposed with respect to such amounts. "Tax Receivable Agreement" means the Tax Receivable Agreement, dated as of the date the Prior Agreement, as amended through the date hereof, by and among APO Corp., a Delaware corporation, Apollo Principal Hol

l Management, LLC 9 West 571 Street, 43rd Floor New York, New York 10019 Attention: John J. Su dam, Es . Electronic Mail: with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 Attention: Grego A. Ezrinl, Es.. d Monica K Thurmond, Es.

ss APO Corp. for, (i) the amount of any payments made by APO Corp. to such Apollo Principal Holder or Apollo Principal Holder Affiliate pursuant to the Tax Receivable Agreement with respect to such Tax Losses, (ii) 15% of the amount of any foregone tax savings resulting from such Tax Losses, and (iii) any and all other loss