CERTAIN COVENANTS WITH RESPECT TO PRINCIPALS. Holdings and BRH agree that, unless the Senior Manager and his Group are given equivalent provisions, no modifications, waivers or additional agreements shall be made that benefit any Principal or a member of his Group (or in the case of clauses (iv) and (v), all Principals) (i) to Section 2.2 of the Shareholders Agreement that would permit Pecuniary Interests to be transferred at an earlier time or in a greater amount than would otherwise be permitted (including any change to the definition of IPO or the equivalent triggering event for the timing thereunder), (ii) to the terms of the Exchange Agreement that would permit more AOG Units to be exchanged or to be exchanged at an earlier time or that would permit AOG Units that were otherwise not exchangeable to be exchanged (including any change to the definition of IPO or the equivalent triggering event for the exchange right) or to permit more Class A Shares to be sold or to be sold at an earlier time or to permit Class A Shares to be sold that would otherwise not be permitted to be sold, (iii) to the registration rights provisions of Article V of the Shareholders Agreement, (iv) to the vesting provisions of the Pecuniary Interests of all of the Principals (and their respective Groups) that either accelerated vesting of Pecuniary Interests all of the Principals while they continue full time employment with Apollo or accelerated vesting upon death or disability, (v) to the restrictive covenants and limitations on outside activities (contained in Sections 1 and Section 6 of each Principal’s Employment Agreement) applicable to all of the Principals with respect to the scope of such covenants or limitations or the reduction of the restrictive period (but only if the reduction results in a restrictive period shorter than the restrictive period applicable to the Senior Manager), or (vi) to the Tax Receivables Agreement. Prior to the earlier of an IPO or the time as such Principal is no longer providing services as a partner to, or employed by, an Apollo Service Recipient, Apollo shall not, and shall not permit any Apollo Service Recipient to, amend or waive (a) the restrictive covenants and limitations on outside activities applicable to any Principal (as set forth in Sections 1 and 6 of such Principal’s Employment Agreement), or (b) the ownership restrictions in Section 2.3 of the Shareholders Agreement. The Senior Manager shall have the right, on his behalf and on behalf of his Group, to waive the rights afford...
