Epstein Secrets

to the Exchange Agreement as an "Apollo Principal Holder" and a party to the Shareholders Agreement as a

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

3313 Exchange Agreement as an "Apollo Principal Holder" and a party to the Shareholders Agreement as 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 hereof, by and among APO Corp., a Delaware corporation, Apollo Principal Holdings II, L.P., a Delaware limited partnership, A

13. 2007. by and among APO Corp.. Apollo Principal Holdings II. L.P.. Apollo Principal Holdings IV. L.P.. Apollo Management Holdings. L.P. and each Holder defined therein (incorporated by reference to Exhibit 10.12 to the Registrant's Registration Statement on Form S-I (Pik No. 333-150141)). 10.13 Cr

5 to the Registrant's Registration Statement on Form S-I (File No. 333-150141)). 10.36 First Amendment and Joinder, dated as of April 14. 2010. to the Tax Receivable Agreement (incorporated by reference to Exhibit 10.36 to the Registrant's Registration Statement on Form S-I (File No. 333-150141)). 10.37 Employment Agreem

to the Exchange Agreement as an "Apollo Principal Holder" and a party to the Shareholders Agreement as a

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

sor thereto. 2 EFTA00586818 "Apollo Principal Holder" means each Person that is as of the date of this

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