Tax Receivable Agreement, dated as of July 13, 2007



 Exhibit 10.12 
 TAX RECEIVABLE AGREEMENT 
 This TAX RECEIVABLE AGREEMENT (as amended from time to time, this
“Agreement”), dated as of July 13, 2007, is hereby entered into by and among APO Corp., a Delaware corporation (“APO Corp.”), Apollo Principal Holdings II, L.P., a Delaware limited partnership (“Apollo Principal
II”), Apollo Principal Holdings IV, L.P., a Cayman Islands exempted limited partnership (“Apollo Principal IV”), Apollo Management Holdings, L.P., a Delaware limited partnership (“AMH”) (together with all other Persons (as
defined herein) in which APO Corp. acquires a partnership interest, member interest or similar interest after the date hereof and who execute and deliver a joinder contemplated in Section 7.14, the “Partnerships”), and each of the
undersigned parties hereto identified as “Holders”. 
 RECITALS 
 WHEREAS, the Holders hold interests as partners or members of entities (the “Prior Entities”) and are selling some of such interests in the
Prior Entities, as well as selling some interests in the Partnerships (“Partnership Units”) to APO Corp. and its subsidiaries (the “Initial Sale”) in connection with the issuance of Notes pursuant to the Strategic Agreement dated
as of the date hereof, by and among the Issuer, APOC Holdings Ltd., a Cayman Islands exempted company, the California Public Employees’ Retirement System and the other parties thereto; 
 WHEREAS, some of the Holders also indirectly hold Partnership Units through AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership
(“AP Professional”); 
 WHEREAS, each of the Partnerships is treated as a partnership for U.S. Federal income tax purposes;

 WHEREAS, the limited partner interests in the Apollo Operating Group (as defined herein), are exchangeable, for Federal income tax
purposes, with APO Corp. and the Issuer for Class A Shares (as defined herein), subject to the provisions of the Exchange Agreement (as defined herein); 
 WHEREAS, the Prior Entities, the Partnerships, and each of their direct and indirect subsidiaries, will have in effect an election under Section 754 of the Internal Revenue Code of 1986, as amended (the
“Code”), for the Taxable Year in which the Initial Sale occurs and for each Taxable Year in which an exchange of Partnership Units for Class A Shares occurs, which elections are intended generally to result in an adjustment to the tax
basis of the assets owned by the Partnerships and the Prior Entities (solely with respect to APO Corp.) at the time of a sale of Partnership Units for Class A Shares, or any other acquisition of Partnership Units for cash or other
consideration, including the Initial Sale (collectively, an “Exchange”) (such time, the “Exchange Date”) (such assets and any asset whose tax basis is determined in whole or in part, by reference to the adjusted basis of any such
asset, or is adjusted as a result of the sale or exchange of such asset, the “Original Assets”) by reason of such Exchange and the receipt of payments under this Agreement; 
  

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 WHEREAS, the parties to this Agreement desire to make certain arrangements with respect to the effect of
the Basis Adjustment and Imputed Interest (in each case, as defined herein) on the actual liability for Taxes of APO Corp.; 
 NOW,
THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows: 
 ARTICLE I 
 DEFINITIONS 
 Section 1.01. Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined). 
 “Affiliate” means, with respect to any Person,
any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person. 
 “Agreed Rate” means LIBOR plus 100 basis points. 
 “Agreement” is defined in the
Recitals of this Agreement. 
 “Amended Schedule” is defined in Section 2.04(b) of this Agreement. 
 “Amended Tax Benefit Schedule” is defined in Section 3.01(b) of this Agreement. 
 “AMH” means AMH (as defined in the Recitals of this Agreement), and any successor thereof. 
 “APO Corp.” means APO Corp. (as defined in the Recitals of this Agreement), and any successor corporation thereof or similar blocker
corporation owned, directly or indirectly, by the Issuer. 
 “APO Corp. Return” means the federal, state, local and/or foreign Tax
Return, as applicable, of APO Corp. filed with respect to Taxes of any Taxable Year. 
 “Apollo Operating Group” shall have the
meaning given to such term in the Shareholders Agreement, dated as of the date hereof, among the Issuer, AP Professional and the other parties named therein. 
 “Apollo Operating Group Members” means, collectively, APO Corp., and APO Asset Co., LLC, a Delaware limited liability company, and any successor thereof. 
 “Apollo Principal II” means Apollo Principal II (as defined in the Recitals of this Agreement), and any successor thereto. 
  

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 “Apollo Principal IV” means Apollo Principal IV (as defined in the Recitals of this Agreement),
and any successor thereto. 
 “Apollo Principal Partnerships” means, collectively, Apollo Principal Holdings I L.P., a Delaware
limited partnership, Apollo Principal Holdings III, a Cayman Islands exempted limited partnership, Apollo Principal II, Apollo Principal IV, AMH, and any successors thereto. 
 “Basis Adjustment” means, as a result of an Exchange and the payments made pursuant to this Agreement, the adjustment to the tax basis of an
Original Asset under (i) Section 732 of the Code (in situations where, as a result of one or more Exchanges, a Partnership becomes an entity that is disregarded as separate from its owner for tax purposes), and (ii) Section 1012
of the Code, or Sections 743(b) and 754 of the Code (in situations where, following an Exchange, a Partnership remains in existence as an entity for tax purposes), and, in case of clauses (i) and (ii), comparable sections of state, local and
foreign tax laws all as calculated under Section 2.01 of this Agreement. Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment resulting from an Exchange of one or more Partnership Units shall be determined
without regard to any Pre-Exchange Transfer of such Partnership Units, and as if any such Pre-Exchange Transfer had not occurred. 
 “Business Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of New York shall not be regarded as a Business Day.

 “Change of Control” means the occurrence of any Person, other than a Person approved by the current Manager, becoming the
manager of the Issuer. 
 “Class A Shares” means the Class A Common Shares of the Issuer representing Class A limited
liability company interests of the Issuer. 
 “Code” is defined in the Recitals of this Agreement. 
 “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person,
whether through ownership of voting securities, by contract or otherwise. 
 “Default Rate” means LIBOR plus 500 basis points.

 “Determination” shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of state,
local and foreign tax law, as applicable, or any other event (including the execution of a Form 870-AD) that finally and conclusively establishes the amount of any liability for Tax. 
 “Early Termination Date” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment. 

“Early Termination Notice” is defined in Section 4.02 of this Agreement. 
 “Early Termination Payment” is defined in Section 4.03(b) of this Agreement. 
  

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 “Early Termination Rate” means the lesser of (i) 6.5% and (ii) LIBOR plus 100 basis
points. 
 “Early Termination Schedule” is defined in Section 4.02 of this Agreement. 
 “Exchange” is defined in the Recitals of this Agreement. 
 “Exchange Agreement” means the Exchange Agreement among the Issuer, each of the Apollo Principal Partnerships, APO Corp. and APO LLC dated the date hereof. 
 “Exchange Basis Schedule” is defined in Section 2.02 of this Agreement. 
 “Exchange Date” is defined in the Recitals of this Agreement. 
 “Exchange Payment” is defined in Section 5.01. 
 “Excluded Assets” is defined in
Section 7.11(c) of this Agreement. 
 “Expert” is defined in Section 7.09 of this Agreement. 
 “Holder” means the parties hereto other than APO Corp., Apollo Principal II, Apollo Principal IV, and each other individual who from time to
time executes a joinder agreement in the form attached hereto as Exhibit A. 
 “Holder Group Member” means any Holder, Affiliate of
a Holder, AP Professional, BRH Holdings, L.P., a Cayman Islands exempted limited partnership, and BRH Holdings GP Ltd., a Cayman Islands limited liability corporation. 
 “Imputed Interest” shall mean any interest imputed under Section 1272, 1274 or 483 or other provision of the Code and any similar provision of state, local and foreign tax law with respect to APO
Corp.’s payment obligations under this Agreement. 
 “Initial Sale” is defined in the Recitals of this Agreement. 

“Issuer” means Apollo Global Management, LLC, a limited liability company formed under the laws of the State of Delaware, and any successor
thereto. 
 “LIBOR” means for each month (or portion thereof) during any period, an interest rate per annum equal to the rate per
annum reported, on the date two days prior to the first day of such month, on the Telerate Page 3750 (or if such screen shall cease to be publicly available, as reported on Reuters Screen page “LIBO” or by any other publicly available
source of such market rate) for London interbank offered rates for U.S. dollar deposits for such month (or portion thereof). 
 “Manager” means AGM Management, LLC, a Delaware limited liability company and the manager of the Issuer. 
  

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 “Market Value” shall mean the closing price of the Class A Shares on the applicable
Exchange Date on the national securities exchange or interdealer quotation system on which such Class A Shares are then traded or listed, as reported by the Wall Street Journal; provided that if the closing price is not reported by the Wall
Street Journal for the applicable Exchange Date, then the Market Value shall mean the closing price of the Class A Shares on the Business Day immediately preceding such Exchange Date on the national securities exchange or interdealer quotation
system on which such Class A Shares are then traded or listed, as reported by the Wall Street Journal; provided further, that if the Class A Shares are not then listed on a National Securities Exchange or Interdealer Quotation System,
“Market Value” shall mean the fair market value of the Class A Shares, as determined by the Manager in good faith. 
 “Material Objection Notice” has the meaning set forth in Section 4.02. 
 “Net Tax Benefit” has the meaning
set forth in Section 3.01(b). 
 “Non-Stepped Up Tax Basis” means, with respect to any asset at any time, the tax basis that
such asset would have had at such time if no Basis Adjustment had been made. 
 “Non-Stepped Up Tax Liability” means, with respect
to any Taxable Year, the liability for Taxes of APO Corp., including with respect, directly or indirectly, to the income and gains allocable to APO Corp. from any Partnership in which APO Corp. owns an interest using the same methods, elections,
conventions and similar practices used on APO Corp.’s Return, but calculated using the Non-Stepped Up Tax Basis instead of the tax basis of the Original Assets and excluding any deduction attributable to the Imputed Interest. 
 “Notes” has the meaning ascribed to such term in the Strategic Agreement. 
 “Objection Notice” has the meaning set forth in Section 2.04(a). 
 “Original Assets” is defined in the Recitals of this Agreement. 
 “Partnerships” is defined in the Preamble of this Agreement. 
 “Partnership Agreement”
means, with respect to a Partnership, the Amended and Restated Limited Partnership Agreement of such Partnership. 
 “Partnership
Units” is defined in the Recitals of this Agreement. 
 “Payment Date” means any date on which a payment is required to be
made pursuant to this Agreement. 
 “Person” shall be construed broadly and includes any individual, corporation, partnership,
joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity. 
 “Pre-Exchange Transfer” means any transfer (including upon the death of a Holder) of one or more Partnership Units (i) that occurs prior to an Exchange of such Partnership Units, and (ii) to which Section 743(b) of
the Code applies. 
 “Prior Entities” is defined in the Recitals of this Agreement. 
  

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 “Realized Tax Benefit” means, for a Taxable Year, the excess, if any, of the Non-Stepped Up Tax
Liability over the actual liability for Taxes of APO Corp. or any Partnership in which APO Corp. owns, directly or indirectly, an interest, but only with respect to Taxes imposed with respect to income of such Partnership allocable to APO Corp. If
all or a portion of the actual liability for Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority for the Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there
has been a Determination. 
 “Realized Tax Detriment” means, for a Taxable Year, the excess, if any, of the actual liability for
Taxes of APO Corp. or any Partnership in which APO Corp. owns an interest, but only with respect to Taxes imposed with respect to income of such Partnership allocable to APO Corp., over the Non-Stepped Up Tax Liability for such Taxable Year. If all
or a portion of the actual liability for Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority for the Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has
been a Determination. 
 “Reconciliation Dispute” has the meaning set forth in Section 7.09 of this Agreement. 
 “Reconciliation Procedures” shall mean those procedures set forth in Section 7.09 of this Agreement. 
 “Schedule” means any Exchange Basis Schedule, Tax Benefit Schedule and the Early Termination Schedule. 
 “Senior Obligations” has the meaning set forth in Section 5.01 of this Agreement. 
 “Strategic Agreement” means the Strategic Agreement, dated as of the date hereof, by and among Apollo, APOC Holdings Ltd., a Cayman Islands
exempted company, the California Public Employees’ Retirement System and the other parties thereto. 
 “Subsidiaries” means,
with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner
interest or managing member or similar interest of such Person. 
 “Tax Benefit Payment” is defined in Section 3.01(b) of this
Agreement. 
 “Tax Benefit Schedule” is defined in Section 2.03 of this Agreement. 
 “Tax Return” means any return, declaration, report or similar statement required to be filed with respect to Taxes (including any attached
schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax. 
 “Taxable Year” means a taxable year as defined in Section 441(b) of the Code or comparable section of state, local or foreign tax law, as applicable, (and, therefore, for the avoidance of doubt, may include a period of less
than 12 months for which a Tax Return is made) ending on or after an Exchange Date in which there is a Basis Adjustment due to an Exchange. 
  

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 “Taxes” means any and all U.S. federal, state, local and foreign taxes, assessments or similar
charges measured with respect to net income or profits and any interest related to such Tax. 
 “Taxing Authority” shall mean any
domestic, foreign, federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising
Tax regulatory authority. 
 “Treasury Regulations” means the final, temporary and proposed regulations under the Code promulgated
from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period. 
 “Valuation Assumptions” shall mean, as of an Early Termination Date, the assumptions that (1) in each Taxable Year ending on or after such Early Termination Date, APO Corp. will have taxable income sufficient to fully utilize
the deductions arising from the Basis Adjustment and the Imputed Interest during such Taxable Year, (2) the federal income tax rates and state, local and foreign income tax rates that will be in effect for each such Taxable Year will be those
specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date, (3) any loss carryovers or carryback generated by the Basis Adjustment or the Imputed Interest and available as of the date of the Early
Termination Schedule will be utilized by APO Corp. on a pro rata basis from the date of the Early Termination Schedule through the scheduled expiration date of such loss carryovers or carrybacks, (4) any non-amortizable assets are deemed to be
disposed of (A) with respect to private equity fund related assets, pro-rata over the number of years remaining under the original fund agreement until expected liquidation (without extensions) of the applicable fund (or, if such expected
liquidation date has passed, on the Early Termination Date) and (B) with respect to all other assets, on the fifteenth anniversary of the earlier of the Basis Adjustment and the Early Termination Date and (5) if an Early Termination Date
is effected prior to an Exchange of Partnership Units, clause (i) of Section 2.01 shall be read to include the Market Value of the Class A Shares and cash that would be transferred if the Exchange of all Partnership Units, that have
not previously been Exchanged, occurred on the Early Termination Date. 
 ARTICLE II 
 DETERMINATION OF REALIZED TAX BENEFIT 
 Section 2.01. Basis Adjustment. APO Corp. and
the Partnerships, on the one hand, and the applicable Holder, on the other hand, acknowledge that, as a result of an Exchange, APO Corp.’s and its Subsidiaries’ basis in the Original Assets shall be increased by the excess, if any, of
(i) the sum of (x) the Market Value of the Class A Shares, cash or other consideration transferred to the applicable Holder pursuant to the Exchange as payment for the sold Partnership Units and interests in the Prior Entities, plus
(y) the amount of payments made pursuant to this Agreement with respect to such Exchange plus (z) the amount of debt allocated to the Partnership Units and the interest in the Prior Entities acquired pursuant to such Exchange over
(ii) APO Corp.’s and its Subsidiaries’ proportionate share, as determined in accordance with the Code, of the basis of the Original Assets immediately after the Exchange attributable to the 

  

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Partnership Units and interests in the Prior Entities exchanged, determined as if (x) each Partnership remains in existence as an entity for tax
purposes, and (y) no Partnership made the election provided by Section 754 of the Code. For the avoidance of doubt, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such payments are
treated as Imputed Interest. 
 Section 2.02. Exchange Basis Schedule. Within 90 calendar days after the filing of the U.S. federal income
APO Corp. Return for each Taxable Year in which any Exchange has been effected, APO Corp. shall deliver to the applicable Holder a schedule (the “Exchange Basis Schedule”), (i) the actual unadjusted tax basis of the Original Assets as
of each applicable Exchange Date, (ii) the Basis Adjustment with respect to the Original Assets as a result of the Exchanges effected in such Taxable Year, calculated in the aggregate, (iii) the period or periods, if any, over which the
Original Assets are amortizable and/or depreciable and (iv) the period or periods, if any, over which each Basis Adjustment is amortizable and/or depreciable (which, for non-amortizable assets shall be based on the Valuation Assumptions).

 Section 2.03. Tax Benefit Schedule. Within 90 calendar days after the filing of the U.S. federal income APO Corp. Return for any Taxable
Year in which there is a Realized Tax Benefit or Realized Tax Detriment, APO Corp. shall provide to the applicable Holder a schedule showing the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year (a “Tax
Benefit Schedule”). The Schedule will become final as provided in Section 2.04(a) and may be amended as provided in Section 2.04(b) (subject to the procedures set forth in Section 2.04(b)). 
 Section 2.04. Procedures, Amendments. 
 (a)
Procedure. Every time APO Corp. delivers to the applicable Holder an applicable Schedule under this Agreement, including any Amended Schedule delivered pursuant to Section 2.04(b), but excluding any Early Termination Schedule or amended Early
Termination Schedule, APO Corp. shall also (x) deliver to the applicable Holder schedules and work papers providing reasonable detail regarding the preparation of the Schedule and (y) allow the applicable Holder reasonable access at no
cost to the appropriate representatives at APO Corp. in connection with the review of such Schedule. The applicable Schedule shall become final and binding on all parties unless the applicable Holder, within 30 calendar days after receiving an
Exchange Basis Schedule or amendment thereto or 30 calendar days after receiving a Tax Benefit Schedule or amendment thereto, provides APO Corp. with notice of a material objection to such Schedule (“Objection Notice”) made in good faith;
provided, for the sake of clarity, only Holders shall have the right to object to any Schedule or Amended Schedule pursuant to this Section 2.04. If the parties, for any reason, are unable to successfully resolve the issues raised in such
notice within 30 calendar days of receipt by APO Corp. of an Objection Notice, APO Corp. and the applicable Holder shall employ the reconciliation procedures as described in Section 7.09 of this Agreement (the “Reconciliation
Procedures”). For the avoidance of doubt, it being understood, that for purposes of this Section 2.04(a), an Amended Schedule (as defined herein) shall not include an amendment made to comply with the Expert’s determination under the
Reconciliation Procedures. 
  

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 (b) Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by
APO Corp. (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the
date the Schedule was provided to the applicable Holder, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for
such Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an
amended APO Corp.’s Return filed for such Taxable Year, or (vi) to adjust the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (such Schedule, an “Amended Schedule”). 
 ARTICLE III 
 TAX BENEFIT PAYMENTS 

Section 3.01. Payments. 
 (a) Payments.
Within five (5) calendar days of a Tax Benefit Schedule becoming final in accordance with Section 2.04(a), APO Corp. shall pay to the applicable Holder, for such Taxable Year, the Tax Benefit Payment determined pursuant to
Section 3.01(b). Each such Tax Benefit Payment shall be made by wire transfer of immediately available funds to a bank account of the applicable Holder previously designated by such Holder or as otherwise agreed by APO Corp. and the applicable
Holder. For the avoidance of doubt, no Tax Benefit Payment shall be made in respect of estimated tax payments, including, without limitation, federal income tax estimated payments. 
 (b) A “Tax Benefit Payment” means an amount, not less than zero, equal to 85% of the sum of the Net Tax Benefit and the Imputed Interest
amount. The “Net Tax Benefit” shall equal: (1) APO Corp.’s Realized Tax Benefit, if any, for a Taxable Year plus (2) the amount of the excess Realized Tax Benefit reflected on an Amended Tax Benefit Schedule for a previous
Taxable Year over the Realized Tax Benefit (or Realized Tax Detriment (expressed as a negative number)) reflected on the Tax Benefit Schedule for such previous Taxable Year, minus (3) an amount equal to APO Corp.’s Realized Tax Detriment
(if any) for the current or any previous Taxable Year, minus (4) the amount of the excess Realized Tax Benefit reflected on a Tax Benefit Schedule for a previous Taxable Year over the Realized Tax Benefit (or Realized Tax Detriment (expressed
as a negative number)) reflected on the Amended Tax Benefit Schedule for such previous Taxable Year; provided, however, that to the extent of the amounts described in 3.01(b)(2), (3) and (4) that were taken into account in determining any
Tax Benefit Payment in a preceding Taxable Year, such amounts shall not be taken into account in determining a Tax Benefit Payment in any other Taxable Year; provided, further, no applicable Holder shall be required to return any portion of any
previously made Tax Benefit Payment. The “Interest Amount” shall equal the interest on the Net Tax Benefit calculated at the Agreed Rate from the due date (without extensions) for filing APO Corp.’s Return with respect to Taxes for
such Taxable Year until the Payment Date. Notwithstanding the foregoing, for each Taxable Year ending on or after the date of a Change of Control, all Tax Benefit Payments, whether paid 

  

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with respect to Partnership Units that were exchanged (i) prior to the date of such Change of Control or (ii) on or after the date of such Change
of Control, shall be calculated by utilizing Valuation Assumptions (1), (3), and (4), substituting in each case the terms “the closing date of a Change of Control” for an “Early Termination Date”. 
 Section 3.02. No Duplicative Payments. It is intended that the above provisions of this Agreement will not result in duplicative payment of any amount
(including interest) required under this Agreement. It is also intended that the provisions of this Agreement provide that 85% of APO Corp.’s Realized Tax Benefit and Interest Amount is paid to the Holders pursuant to this Agreement. The
provisions of this Agreement shall be construed in the appropriate manner as such intentions are realized. 
 Section 3.03. Pro Rata
Payments. To the extent APO Corp.’s deduction with respect to the Basis Adjustment is limited in a particular Taxable Year or APO Corp. lacks sufficient funds to satisfy its obligations to make all Tax Benefit Payments due in a particular
taxable year, the limitation on the deduction, or the Tax Benefit Payments that may be made, as the case may be, shall be taken into account and made for each applicable Holder on a pro rata basis relative to the total amount of deductions each
holder was entitled to get with respect to the aggregate Basis Adjustments for all of the applicable Holders. 
 ARTICLE IV 
 TERMINATION 
 Section 4.01. Early Termination
and Breach of Agreement. 
 (a) APO Corp. may terminate this Agreement with respect to all of the Partnership Units held (or previously held
and exchanged) by all Holders at any time by paying to all of the applicable Holders the Early Termination Payment; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all Holders, and
provided, further, that APO Corp. may withdraw any notice to execute its termination rights under this Section 4.01(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by APO
Corp., neither the applicable Holders nor APO Corp. shall have any further payment obligations under this Agreement in respect of such Holders, other than for any (a) Tax Benefit Payment agreed to by APO Corp. and the applicable Holder as due
and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause
(b) is included in the Early Termination Payment). If an Exchange occurs after APO Corp. exercises its termination rights under this Section 4.01(a), APO Corp. shall have no obligations under this Agreement with respect to such Exchange.

 (b) In the event that APO Corp. breaches any of its material obligations under this Agreement, whether as a result of failure to make any
payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then all obligations hereunder
shall be accelerated and such obligations shall be calculated as if an 

  

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Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (1) the Early Termination Payment
calculated as if an Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payment agreed to by APO Corp. and any Holder as due and payable but unpaid as of the date of a breach, and (3) any Tax Benefit
Payment due for the Taxable Year ending with or including the date of a breach. Notwithstanding the foregoing, in the event that APO Corp. breaches this Agreement, the Holders shall be entitled to elect to receive the amounts set forth in (1),
(2) and (3), above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of
a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of
the date such payment is due. 
 (c) The undersigned parties agree that the aggregate value of the Tax Benefit Payments cannot be ascertained
with any reasonable certainty for U.S. federal income tax purposes. 
 Section 4.02. Early Termination Notice. If APO Corp. chooses to
exercise its right of early termination under Section 4.01 above, APO Corp. shall deliver to the applicable Holder notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early
Termination Schedule”) specifying APO Corp.’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment. The applicable Early Termination Schedule shall become final and binding on
all parties unless the applicable Holder Group Member, within 30 calendar days after receiving the Early Termination Schedule thereto provides APO Corp. with notice of a material objection to such Schedule made in good faith (“Material
Objection Notice”); provided, for the sake of clarity, only Holder Group Members shall have the right to object to any Schedule or Amended Schedule pursuant to this Section 4.02. If the parties, for any reason, are unable to successfully
resolve the issues raised in such notice within 30 calendar days after receipt by APO Corp. of the Material Objection Notice, APO Corp. and the applicable Holder Group Member shall employ the Reconciliation Procedures as described in
Section 7.09 of this Agreement. For the avoidance of doubt, it being understood, that for purposes of this Section 4.02, an Amended Schedule shall not include an amendment made to comply with the Expert’s determination under the
Reconciliation Procedures. 
 Section 4.03. Payment upon Early Termination. 
 (a) Within three calendar days after agreement between the applicable Holder and APO Corp. of the Early Termination Schedule, APO Corp. shall pay to the
applicable Holder an amount equal to the Early Termination Payment. Such payment shall be made by wire transfer of immediately available funds to a bank account designated by the applicable Holder or as otherwise agreed by APO Corp. and the
applicable Holder. 
 (b) The Early Termination Payment as of the date of the delivery of an Early Termination Schedule shall equal with
respect to the applicable Holder the present value, discounted at the Early Termination Rate as of such date, of all Tax Benefit Payments that would be required to be paid by APO Corp. to the applicable Holder beginning from the Early Termination
Date assuming the Valuation Assumptions are applied. 
  

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 ARTICLE V 
 SUBORDINATION AND LATE PAYMENTS 
 Section 5.01. Subordination. Notwithstanding any other provision of this
Agreement to the contrary, any Tax Benefit Payment or Early Termination Payment required to be made by APO Corp. to the applicable Holder under this Agreement (an “Exchange Payment”) shall rank subordinate and junior in right of payment to
any principal, interest or other amounts due and payable in respect of any obligations in respect of indebtedness for borrowed money of APO Corp. and its Subsidiaries (“Senior Obligations”) and shall rank pari passu with all current or
future unsecured obligations of APO Corp. that are not Senior Obligations. 
 Section 5.02. Late Payments by APO Corp. The amount of all or
any portion of any Tax Benefit Payment not made to the applicable Holder when due under the terms of this Agreement shall be payable together with any interest thereon, computed at the Default Rate and commencing from the date on which such Exchange
Payment was due and payable. 
 ARTICLE VI 
 NO DISPUTES; CONSISTENCY; COOPERATION 
 Section 6.01. Holder Group Member Participation in APO Corp.’s
and Partnerships’ Tax Matters. Except as otherwise provided herein, APO Corp. shall have full responsibility for, and sole discretion over, all Tax matters concerning APO Corp. and the Partnerships, including without limitation the preparation,
filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, APO Corp. shall notify the applicable Holder Group Member of, and keep the applicable Holder Group Member
reasonably informed with respect to the portion of any audit of APO Corp. and the Partnerships by a Taxing Authority the outcome of which is reasonably expected to affect the applicable Holder Group Member’s rights and obligations under this
Agreement, and shall provide to the applicable Holder Group Member reasonable opportunity to provide information and other input to APO Corp., the Partnerships and their respective advisors concerning the conduct of any such portion of such audit;
provided, however, that APO Corp. and the Partnerships shall not be required to take any action that is inconsistent with any provision of any of the Partnership Agreements. 
 Section 6.02. Consistency. APO Crop. and the applicable Holder agree to report and cause to be reported for all purposes, including federal, state, local
and foreign Tax purposes and financial reporting purposes, all Tax-related items (including without limitation the Basis Adjustment and each Tax Benefit Payment) in a manner consistent with that specified by APO Corp. in any Schedule required to be
provided by or on behalf of APO Corp. under this Agreement. 
  

 12 








 Section 6.03. Cooperation. The applicable Holder shall (a) furnish to APO Corp. in a timely manner
such information, documents and other materials as APO Corp. may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any audit,
examination or controversy with any Taxing Authority, (b) make itself available to APO Corp. and its representatives to provide explanations of documents and materials and such other information as APO Corp. or its representatives may
reasonably request in connection with any of the matters described in clause (a) above, and (c) reasonably cooperate in connection with any such matter, and APO Corp. shall reimburse the applicable Holder for any reasonable third-party
costs and expenses incurred pursuant to this Section 6.03. 
 ARTICLE VII 
 MISCELLANEOUS 
 Section 7.01. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed duly given and received (a) on the date of delivery if delivered personally, or by facsimile upon confirmation of transmission by the sender’s fax machine if sent on a
Business Day (or otherwise on the next Business Day) or (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service. All notices hereunder shall be delivered as set forth below, or pursuant
to such other instructions as may be designated in writing by the party to receive such notice: 
 If to APO Corp., to: 
 c/o Apollo Global Management, LLC 
 9 West 57th Street, 43rd Floor 
 New York, New York 10019 
 (T) (212) 515-3200 
 (F) (212) 515-3251 
 Attention: Chief
Legal Officer 
 with a copy to: 
 O’Melveny and Myers LLP 
 Times Square Tower 
 7 Times Square 
 New York, New York 10036 
 (T) (212) 326-2000 
 (F)
(212) 326-2061 
 Attention: Harvey M. Eisenberg, Esq. 
 Brad R. Okun, Esq. 
 If to
the applicable Holder, to: 
 The address and facsimile number set forth in the records of the Partnerships. 
  

 13 








 Any party may change its address or fax number by giving the other party written notice of its new
address or fax number in the manner set forth above. 
 Section 7.02. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need
not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. 
 Section 7.03. Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and
nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 
 Section 7.04. Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York. 
 Section 7.05. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public
policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any
party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. 
 Section 7.06. Successors; Assignment; Amendments; Waivers. 
 (a) No Holder may assign this Agreement to any
Person without the prior written consent of APO Corp.; provided, however, (i) that, to the extent Partnership Units are effectively transferred in accordance with the terms of the Partnership Agreements and any other agreements the Holders may
have entered into with the Issuer, APO Corp. and/or any of the Apollo Operating Group Members or Apollo Principal Partnerships, the transferring Holder shall assign to the transferee of such Partnership Units the transferring Holder’s rights
under this Agreement with respect to such transferred Partnership Units, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance
reasonably satisfactory to APO Corp., agreeing to become a “Holder” for all purposes of this Agreement, except as otherwise provided in such joinder, and (ii) that, once an Exchange has occurred, any and all payments that may become
payable to a Holder pursuant to this Agreement with respect to such Exchange may be assigned to any Person or Persons, as long as any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to
this Agreement, in form and substance reasonably 

  

 14 








 
satisfactory to APO Corp., agreeing to be bound by Section 7.12 and acknowledging specifically the last sentence of the next paragraph. For the
avoidance of doubt: (A) to the extent a Holder Group Member or other Person transfers Partnership Units to a Holder Group Member pursuant to the relevant Partnership Agreements, the Holder Group Member receiving such Partnership Units shall
have all rights under this Agreement with respect to such transferred Partnership Units as such Holder Group Members has, under this Agreement, with respect to the other Partnership Units held by him; and (B) the requirement to execute and
deliver a joinder pursuant to this Section 7.06(a) shall not be construed as requiring such execution and delivery prior to an assignment becoming effective. 
 (b) Notwithstanding the provisions of Section 7.06(a), no transferee described in clause (i) of Section 7.06(a) shall have the right to enforce the provisions of Section 2.04, 4.02, or 6.01 of this
Agreement, and no assignee described in clause (ii) of Section 7.06(a) shall have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement. 
 (c) No provision of this Agreement may be amended unless such amendment is approved in writing by APO Corp., on behalf of itself and the respective
Partnerships it Controls, and by Holder Group Members who would be entitled to receive at least two-thirds of the Early Termination Payments payable to all Holder Group Members hereunder if APO Corp. had exercised its right of early termination on
the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any Holder Group Member pursuant to this Agreement since the date of such most recent Exchange); provided, that no such
amendment shall be effective if such amendment will have a disproportionate effect on the payments certain Holders will or may receive under this Agreement unless all such Holders disproportionately effected consent in writing to such amendment. No
provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective. 
 (d) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal
representatives. APO Corp. shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of APO Corp., by written agreement, expressly to
assume and agree to perform this Agreement in the same manner and to the same extent that APO Corp. would be required to perform if no such succession had taken place. Notwithstanding anything to the contrary herein, in the event an Holder Group
Member transfers his Partnership Units to a Permitted Transferee (as defined in each Partnership Agreement), excluding any other Holder Group Member, such Holder Group Member shall have the right, on behalf of such transferee, to enforce the
provisions of Sections 2.04, 4.02 or 6.01 with respect to such transferred Partnership Units. 
 Section 7.07. Titles and Subtitles. The
titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 
  

 15 








 Section 7.08. Resolution of Disputes. 
 (a) Any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with
the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) shall be finally settled by arbitration conducted by a single
arbitrator in New York in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of receipt of
notice of arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. 
 Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings. 
 (b) Notwithstanding the provisions of paragraph (a) APO Corp. may bring an action or special proceeding in any court of competent jurisdiction for
the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Holder (i) expressly consents to
the application of paragraph (c) of this Section 7.08 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate
and that remedies at law would be inadequate, and (iii) irrevocably appoints APO Corp. as such Holder’s agent for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who
shall promptly advise such Holder of any such service of process, shall be deemed in every respect effective service of process upon the Holder in any such action or proceeding. 
 (c) (i) EACH HOLDER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING
BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (B) OF THIS SECTION 7.08, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary
judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the forum designated by
this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another. 
 (ii) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought
in any court referred to in paragraph (c)(i) of this Section 7.08 and such parties agree not to plead or claim the same. 
  

 16 








 Section 7.09. Reconciliation. In the event that APO Corp. and the applicable Holder Group Member are
unable to resolve a disagreement with respect to the matters governed by Sections 2.04, and 4.02 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for
determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner in a nationally recognized accounting firm or a law firm. If the
parties are unable to agree on an Expert within fifteen (15) days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The
Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an
amendment thereto within 15 calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before
any payment that is the subject of a disagreement is due or any Tax Return reflecting the subject of a disagreement is due, such payment shall be made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by APO
Corp., subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by APO Corp. APO Corp. and each applicable Holder Group Member shall bear their own
costs and expenses of such proceeding, unless the Holder Group Member has a prevailing position that is more than 10% of the payment at issue, in which case APO Corp. shall reimburse such Holder Group Member for any reasonable out-of-pocket costs
and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the
determinations of the Expert pursuant to this Section 7.09 shall be binding on APO Corp. and the applicable Holder Group Member and may be entered and enforced in any court having jurisdiction. 
 Section 7.10. Withholding. APO Corp. shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as APO
Corp. is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by
APO Corp., such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Holder. 
 Section
7.11. Affiliated Corporations of Other Apollo Operating Group Members; Admission of APO Corp. into a Consolidated Group; Transfers of Corporate Assets. 
 (a) The other Apollo Operating Group Members shall provide that all provisions of this Agreement shall correspondingly apply, including the payment of Tax Benefit Payments by any corporation owned directly or
indirectly in whole or in part, now or in the future, by other Apollo Operating Group Members, with respect to any Realized Tax Benefit with respect to limited partner interests in other Apollo Principal Partnerships, that are part of the Exchange
and in which such corporation owns an interest, under the same terms and conditions as set forth in this Agreement, and the other Apollo Operating Group Members shall cause such corporation to execute and deliver a joinder to this Agreement to such
effect. If either (i) the 

  

 17 








 
Issuer or any other Apollo Operating Group Members elects to be treated as a corporation for tax purposes, or (ii) the Issuer holds any other Apollo
Operating Group Members directly or indirectly through an entity that is treated as a corporation for tax purposes, then the provisions of this Agreement shall apply (w) to such other Apollo Holdings Members in the same manner as it applies to
APO Corp. and (x) to each partnership, limited partnership and limited liability company Controlled by any other Apollo Operating Group Members as if each such entity were a Partnership; provided that, if any Partnership Units or limited
partner interests in other Apollo Principal Partnerships were Exchanged prior to an event described in clause (i) or (ii) above, then (y) such Exchange shall be treated for purposes of this Agreement as having occurred immediately
after such event at the Market Value in existence at the time of such prior Exchange, and (z) the entity that is to be treated in the same manner as APO Corp. shall be required to make the same Tax Benefit Payments pursuant to the terms of this
Agreement that it would have been required to make had it been treated in the same manner as APO Corp. on the date of such Exchange; provided, however, that such Tax Benefit Payments shall be payable only with respect to (I) Original Assets
that are still owned at the time of the event described in clause (i) or (ii) above, and (II) taxable years of such entity ending on or after the date of the event described in clause (i) or (ii) above. The parties agree that the
terms of this Agreement will be applied to any corporation under this Section 7.11 only if the aggregate Tax Benefit Payments payable with respect to such corporation are reasonably expected to be more than $10 million. 
 (b) If APO Corp. becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to
Section 1501 of the Code or any corresponding provisions of state, local or foreign law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments shall be computed
with reference to the consolidated taxable income of the group as a whole. 
 (c) Notwithstanding any other provision of this Agreement, if
Issuer acquires one or more assets that, as of an Exchange Date, have not been contributed to APO Corp. (other than Issuer’s interests in the other Apollo Operating Group Members) (such assets, “Excluded Assets”), then all Tax Benefit
Payments due hereunder shall be computed as if such assets had been contributed to APO Corp. on a pro rata basis on the date such assets were first acquired by Issuer; provided, however, that if an Excluded Asset consists of stock in a corporation,
then, for purposes of this Section 7.11(c), (i) such corporation (and any corporation Controlled by such corporation) shall be deemed to have contributed its assets to APO Corp. in a transaction described in Section 351 of the Code,
and (ii) APO Corp. shall be deemed to have contributed all such assets to the Partnerships, in each case on the date on which the Issuer acquired stock of such corporation. 
 (d) If any entity that is obligated to make an Exchange Payment hereunder transfers one or more assets to a corporation with which such entity does not
file a consolidated Tax Return pursuant to Section 1501 of the Code, such entity, for purposes of calculating the amount of any Exchange Payment (e.g., calculating the gross income of the entity and determining the Realized Tax Benefit of such
entity) due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such contribution. The consideration deemed to be received by such entity shall be equal to the fair market value of the
contributed asset, plus (i) the amount of debt to which such asset is subject, in the case of a contribution of an encumbered asset or (ii) the amount of debt allocated to such asset, in the case of a contribution of a partner interest.

  

 18 








 Section 7.12. Confidentiality. Each Holder and assignee acknowledges and agrees that the information of
APO Corp. is confidential and, except in the course of performing any duties as necessary for APO Corp. and its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, shall keep and retain in the strictest
confidence and not to disclose to any Person all confidential matters, acquired pursuant to this Agreement, of APO Corp. or any Person included within the Issuer and their respective Affiliates and successors and the other Holders, including,
without limitation, the identity of the beneficial holders of interests in any fund or account managed by the Issuer or any of its Subsidiaries, confidential information concerning the Issuer, any Person included within the Issuer and their
respective Affiliates and successors, the other Holders and any fund, account or investment managed by any Person included within the Issuer, including marketing, investment, performance data, fund management, credit and financial information, and
other business affairs of APO Corp., any Person included within the Issuer and their respective Affiliates and successors, the other Holders and any fund, account or investment managed directly or indirectly by any Person included within APO Corp.
learned by the Holder heretofore or hereafter. This clause 7.12 shall not apply to (i) any information that has been made publicly available by APO Corp. or any of its Affiliates, becomes public knowledge (except as a result of an act of such
Holder in violation of this Agreement) or is generally known to the business community and (ii) the disclosure of information to the extent necessary for a Holder to prepare and file his or her Tax Returns, to respond to any inquiries regarding
the same from any taxing authority or to prosecute or defend any action, proceeding or audit by any taxing authority with respect to such returns. Notwithstanding anything to the contrary herein, each Holder may disclose to any and all Persons,
without limitation of any kind, the tax treatment and tax structure of (x) APO Corp. and (y) any of its transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to the Holders relating to
such tax treatment and tax structure. 
 If a Holder or assignee commits a breach, or threatens to commit a breach, of any of the provisions
of this Section 7.12, APO Corp. shall have the right and remedy to have the provisions of this Section 7.12 specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond or
other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to APO Corp. or any of its Subsidiaries or the other Holders and the accounts and funds managed by APO Corp. and that money
damages alone shall not provide an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity. 
 Section 7.13. Partnership Agreement. This Agreement shall be treated as part of the partnership agreement of each Partnership as described in
Section 761(c) of the Code, and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations. 
 Section 7.14. Partnerships.
APO Corp. hereby agrees that, to the extent it acquires a general partner interest, managing member interest or similar interest in any Person after the date hereof, it shall cause such Person to execute and deliver a joinder to this Agreement and
become a “Partnership” for all purposes of this Agreement. 
  

 19 








 Section 7.15. Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof. 
 [Signatures on following pages] 
  

 20 








 IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first written
above. 
  

			
	APO CORP.
		
	By:	 	/s/ John J. Suydam
		 	John J. Suydam
		 	Vice President and Secretary
	
	APOLLO PRINCIPAL HOLDINGS II L.P.
		
	By: 	 	Principal Holdings II GP, LLC,
		 	its General Partner
		
	By: 	 	/s/ John J. Suydam
		 	John J. Suydam
		 	Vice President and Secretary
	
	APOLLO PRINCIPAL HOLDINGS IV L.P.
		
	By: 	 	Principal Holdings IV GP, LLC,
		 	its General Partner
		
	By:	 	/s/ John J. Suydam
		 	John J. Suydam
		 	Vice President and Secretary


  

			
	
	APOLLO MANAGEMENT HOLDINGS L.P.
		
	By: 	 	Apollo Management Holdings GP, LLC,
		 	its General Partner
		
	By: 	 	/s/ John J. Suydam
		 	John J. Suydam
		 	Vice President and Secretary


  
 [Tax Receivable
Agreement] 








	
	HOLDERS:
	
	/s/ Leon D. Black
	Leon D. Black
	
	/s/ Marc J. Rowan
	Marc J. Rowan
	
	/s/ Joshua J. Harris
	Joshua J. Harris


 [Tax Receivable Agreement] 








	
	HOLDER:
	
	/s/ Andrew D. Africk
	Andrew D. Africk
	
	HOLDER:
	
	/s/ Marc E. Becker
	Marc E. Becker
	
	HOLDER:
	
	/s/ John J. Hannan
	John J. Hannan
	
	HOLDER:
	
	/s/ Scott M. Kleinman
	Scott M. Kleinman
	
	HOLDER:
	
	/s/ Aaron J. Stone
	Aaron J. Stone
	
	HOLDER:
	
	/s/ Eric L. Zinterhofer
	Eric L. Zinterhofer


 [Tax Receivable Agreement] 








	
	HOLDER:
	
	/s/ James C. Zelter
	James C. Zelter
	
	HOLDER:
	
	/s/ Laurence M. Berg
	Laurence M. Berg
	
	HOLDER:
	
	/s/ Peter P. Copses
	Peter P. Copses
	
	HOLDER:
	
	/s/ Andrew S. Jhawar
	Andrew S. Jhawar


 [Tax Receivable Agreement]