Common use of EXCHANGE OF AOG UNITS Clause in Contracts

EXCHANGE OF AOG UNITS. (a) Subject to adjustment as provided in this Article II, the provisions of the Apollo Principal Partnership Agreements and the Issuer Operating Agreement, each Apollo Principal Holder shall be entitled to exchange AOG Units held by such Apollo Principal Holder on any Quarterly Exchange Date as follows: (i) For the purpose of making a gratuitous transfer to any Charity, an Apollo Principal Holder may surrender AOG Units to the Issuer in exchange for the delivery by the Issuer of a number of Class A Shares equal to the product of the number of AOG Units surrendered multiplied by the Exchange Rate (such exchange, an “A Exchange”); or (ii) An Apollo Principal Holder may transfer AOG Units, at the sole discretion of APO Corp. and APO FC, to APO Corp. and/or APO FC, in exchange for the delivery by APO Corp. and/or APO FC, as the case may be, of a number of Class A Shares equal to the product of such number of AOG Units surrendered multiplied by the Exchange Rate (such exchange, a “B Exchange”); (b) On the Quarterly Exchange Date that AOG Units are surrendered for exchange, all rights of the exchanging Apollo Principal Holder as holder of such AOG Units shall cease, and such exchanging Apollo Principal Holder shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Operating Agreement) of such Class A Shares and shall be admitted as a Member (as defined in the Issuer Operating Agreement) of the Issuer in accordance and upon compliance with the Issuer Operating Agreement. (c) For the avoidance of doubt, any exchange of AOG Units shall be subject to the provisions of the Apollo Principal Partnership Agreements; provided, that, to the extent consent of any Person shall be required pursuant to the provisions of the Apollo Principal Partnership Agreements, the Issuer, APO Corp. and/or APO FC, as applicable, shall use commercially reasonable efforts to cause such consent to be obtained (if not already obtained). (d) Notwithstanding anything in this Agreement to the contrary, no Apollo Principal Holder may exchange any AOG Units held by it pursuant to this Agreement except at the same time and to the same extent that it, or the Person on whose behalf it is requesting such exchange, would be entitled to effect transfers of his Pecuniary Interests (as defined in the Shareholders Agreement) under Section 2.2 of the Shareholders Agreement.

EXCHANGE OF AOG UNITS. (a) Subject to adjustment as provided in this Article II, the provisions of the Apollo Principal Partnership Agreements and the Issuer Operating Agreement, each Apollo Principal Holder shall be entitled to exchange AOG Units held by such Apollo Principal Holder on any Quarterly Exchange Date as follows: (i) For the purpose of making a gratuitous transfer to any Charity, an Apollo Principal Holder may surrender AOG Units to the Issuer in exchange for the delivery by the Issuer of a number of Class A Shares equal to the product of the number of AOG Units surrendered multiplied by the Exchange Rate (such exchange, an “A Exchange”); or (ii) An Apollo Principal Holder may transfer surrender AOG Units, at Units to the sole discretion of APO Corp. and APO FC, to APO Corp. and/or APO FC, Apollo Principal Partnerships in exchange for the delivery by APO Corp. and/or APO FC, as the case may be, Apollo Principal Partnerships of a number of Class A Shares equal to the product of such number of AOG Units surrendered multiplied by the Exchange Rate (such exchange, a “B Exchange”);. (b) On the Quarterly Exchange Date that AOG Units are surrendered for exchange, all rights of the exchanging Apollo Principal Holder as holder of such AOG Units shall cease, and such exchanging Apollo Principal Holder shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Operating Agreement) of such Class A Shares and shall be admitted as a Member (as defined in the Issuer Operating Agreement) of the Issuer in accordance and upon compliance with the Issuer Operating Agreement. (c) For the avoidance of doubt, any exchange of AOG Units shall be subject to the provisions of the Apollo Principal Partnership Agreements; provided, that, to including the extent consent issuance of any Person shall be required pursuant to the provisions additional units of each of the Apollo Principal Partnership Agreements, the Issuer, Partnerships to APO Corp. and/or Corp and APO FCLLC, as applicable, shall use commercially reasonable efforts in respect of the contribution of Class A Shares, by APO Corp. and APO LLC to cause such consent to be obtained (if not already obtained)the Apollo Principal Partnerships. (d) Notwithstanding anything in this Agreement to the contrary, no Apollo Principal Holder may exchange any AOG Units held by it pursuant to this Agreement except at the same time and to the same extent that it, or the Person on whose behalf it is requesting such exchange, exchange would be entitled to effect transfers of his Pecuniary Interests (as defined in the Shareholders Agreement) under Section 2.2 of the Shareholders Agreement. (e) Each exchange shall be made by the Apollo Principal Partnerships ratably based on their relative values on the applicable Quarterly Exchange Date.

EXCHANGE OF AOG UNITS. (a) Subject to adjustment as provided in this Article II, the provisions of the Apollo Principal Partnership Operating Agreements and the Issuer Operating Agreement, each Apollo Principal Holder shall be entitled to exchange AOG Units held by such Apollo Principal Holder on any Quarterly Exchange Date as follows: (i) For the purpose of making a gratuitous transfer to any Charity, an Apollo Principal Holder may surrender AOG Units to the Issuer in exchange for the delivery by the Issuer of a number of Class A Shares equal to the product of the number of AOG Units surrendered multiplied by the Exchange Rate (such exchange, an “A Exchange”); or (ii) An Apollo Principal Holder may transfer AOG Units, at the sole discretion of APO Corp. and Corp., APO FC, APO FC II and APO UK, to APO Corp. Corp., APO FC, APO FC II and/or APO FCUK , in exchange for the delivery by APO Corp. Corp., APO FC, APO FC II and/or APO FCUK, as the case may be, of a number of Class A Shares equal to the product of such number of AOG Units surrendered multiplied by the Exchange Rate (such exchange, a “B Exchange”); (b) On the Quarterly Exchange Date that AOG Units are surrendered for exchange, all rights of the exchanging Apollo Principal Holder as holder of such AOG Units shall cease, and such exchanging Apollo Principal Holder shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Operating Agreement) of such Class A Shares and shall be admitted as a Member (as defined in the Issuer Operating Agreement) of the Issuer in accordance and upon compliance with the Issuer Operating Agreement. (c) For the avoidance of doubt, any exchange of AOG Units shall be subject to the provisions of the Apollo Principal Partnership Operating Agreements; provided, that, to the extent consent of any Person shall be required pursuant to the provisions of the Apollo Principal Partnership Operating Agreements, the Issuer, APO Corp. Corp., APO FC, APO FC II and/or APO FCUK, as applicable, shall use commercially reasonable efforts to cause such consent to be obtained (if not already obtained). (d) Notwithstanding anything in this Agreement to the contrary, no Apollo Principal Holder may exchange any AOG Units held by it pursuant to this Agreement except at the same time and to the same extent that it, or the Person on whose behalf it is requesting such exchange, would be entitled to effect transfers of his Pecuniary Interests (as defined in the Shareholders Agreement) under Section 2.2 of the Shareholders Agreement.

EXCHANGE OF AOG UNITS. (a) Subject to adjustment as provided in this Article II, the provisions of the Apollo Principal Partnership Operating Agreements and the Issuer Operating Agreement, each Apollo Principal Holder shall be entitled to exchange AOG Units held by such Apollo Principal Holder on any Quarterly Exchange Date as follows: (i) For the purpose of making a gratuitous transfer to any Charity, an Apollo Principal Holder may surrender AOG Units to the Issuer in exchange for the delivery by the Issuer of a number of Class A Shares equal to the product of the number of AOG Units surrendered multiplied by the Exchange Rate (such exchange, an “A Exchange”); or (ii) An Apollo Principal Holder may transfer AOG Units, at the sole discretion of APO Corp. and Corp., APO FC, APO FC II, APO FC III and APO UK, to APO Corp. Corp., APO FC, APO FC II, APO FC III and/or APO FCUK , in exchange for the delivery by APO Corp. Corp., APO FC, APO FC II, APO FC III and/or APO FCUK, as the case may be, of a number of Class A Shares equal to the product of such number of AOG Units surrendered multiplied by the Exchange Rate (such exchange, a “B Exchange”); (b) On the Quarterly Exchange Date that AOG Units are surrendered for exchange, all rights of the exchanging Apollo Principal Holder as holder of such AOG Units shall cease, and such exchanging Apollo Principal Holder shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Operating Agreement) of such Class A Shares and shall be admitted as a Member (as defined in the Issuer Operating Agreement) of the Issuer in accordance and upon compliance with the Issuer Operating Agreement. (c) For the avoidance of doubt, any exchange of AOG Units shall be subject to the provisions of the Apollo Principal Partnership Operating Agreements; provided, that, to the extent consent of any Person shall be required pursuant to the provisions of the Apollo Principal Partnership Operating Agreements, the Issuer, APO Corp. Corp., APO FC, APO FC II, APO FC III and/or APO FCUK, as applicable, shall use commercially reasonable efforts to cause such consent to be obtained (if not already obtained). (d) Notwithstanding anything in this Agreement to the contrary, no Apollo Principal Holder may exchange any AOG Units held by it pursuant to this Agreement except at the same time and to the same extent that it, or the Person on whose behalf it is requesting such exchange, would be entitled to effect transfers of his Pecuniary Interests (as defined in the Shareholders Agreement) under Section 2.2 of the Shareholders Agreement.

EXCHANGE OF AOG UNITS. (a) Subject to adjustment as provided in this Article II, the provisions of the Apollo Principal Partnership Operating Agreements and the Issuer Operating AgreementCertificate of Incorporation, each Apollo Principal Holder shall be entitled to exchange AOG Units held by such Apollo Principal Holder on any Quarterly Exchange Date as follows: (i) For the purpose of making a gratuitous transfer to any Charity, an Apollo Principal Holder may surrender by surrendering AOG Units to the Issuer in exchange for the delivery by the Issuer of a number of Class A Shares equal to the product of the number of AOG Units surrendered multiplied by the Exchange Rate (such exchange, an “A Exchange”); or (ii) An Apollo Principal Holder may transfer AOG Units, at the sole discretion of APO Corp. and APO FC, to APO Corp. and/or APO FC, in exchange for the delivery by APO Corp. and/or APO FC, as the case may be, of a number of Class A Shares equal to the product of such number of AOG Units surrendered multiplied by the Exchange Rate (such exchange, a “B Exchange”);. (b) On the Quarterly Exchange Date that AOG Units are surrendered for exchange, all rights of the exchanging Apollo Principal Holder as holder of such AOG Units shall cease, and such exchanging Apollo Principal Holder shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Operating AgreementCertificate of Incorporation) of such Class A Shares and shall be admitted as a Member (as defined in the Issuer Operating Agreement) stockholder of the Issuer in accordance and upon compliance with the Issuer Operating AgreementCertificate of Incorporation. (c) For the avoidance of doubt, any exchange of AOG Units shall be subject to the provisions of the Apollo Principal Partnership Operating Agreements; provided, that, to the extent consent of any Person shall be required pursuant to the provisions of the Apollo Principal Partnership Operating Agreements, the Issuer, APO Corp. Corp., APO FC, APO FC II, APO FC III, APO LLC and/or APO FCUK, as applicable, shall use commercially reasonable efforts to cause such consent to be obtained (if not already obtained). (d) Notwithstanding anything in this Agreement to the contrary, no Apollo Principal Holder may exchange any AOG Units held by it pursuant to this Agreement except at the same time and to the same extent that it, or the Person on whose behalf it is requesting such exchange, would be entitled to effect transfers of his Pecuniary Interests (as defined in the Shareholders Agreement) under Section 2.2 of the Shareholders Agreement.