in) on the actual liability for Taxes of APO Corp.; WHEREAS the parties to the Original Tax Receivable Agreement together with Apollo Principal VI, Apollo Principal VIII, and AMH Holdings now desire to enter into this Agreement to amend and restate the Original Tax Receivable Agreement in its entirety as more fully

Limited Partnership Agreement of Apollo Principal VII dated as of April 14, 2010, the Second Amended and Restated Limited Partnership Agreement of Apollo Principal VIII dated as of April 14, 2010, the Second Amended and Restated Exempted Limited Partnership Agreement of Apollo Principal IX dated as of April 14, 201