Common use of Competing Activities Clause in Contracts

Competing Activities. Prior to his termination hereunder, Executive shall devote substantially all of his business time to the Apollo Operating Group and its Subsidiaries. (1) Without the approval of the Governing Body (excluding any vote held by Executive), neither Executive, nor any member of Executive’s Group (each, an “Interested Party”) shall at any time prior to Executive’s termination acquire a Financial Interest (as defined below) in (i) any Person in which any member of the Apollo Operating Group or any Subsidiary of the Apollo Operating Group holds an Investment or (ii) any potential Investment actively under consideration by any member of the Apollo Operating Group or any Subsidiary of the Apollo Operating Group. This provision shall not apply to any Financial Interest acquired prior to the date hereof or the date such investment is first described in clauses (i) or (ii) of the preceding sentence. As used herein, “Financial Interest” means the ownership of securities or rights to acquire securities or the right to receive compensation as an officer or employee in or from a Person. The foregoing limitation shall not apply to investments described in Clause F(2)(b) of this Exhibit A, even if such funds or accounts invest in (i) any Person in which Apollo or any of its Subsidiaries or any Fund holds an investment interest or (ii) any potential investment actively under consideration by any member of the Apollo Operating Group or any Subsidiary of the Apollo Operating Group. Without the approval of the Governing Body, prior to Executive’s termination, Executive shall not actively participate in the management of any business, other than (i) a business of the Apollo Operating Group or a member or Subsidiary thereof or any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment on behalf of the Apollo Operating Group, (ii) a business described in Clause F(2)(a) of this Exhibit A and (iii) board level participation in a business described in Clause F(2)(d) of this Exhibit A. For the avoidance of doubt, a “business” in the preceding sentence shall not include volunteer work for any charitable, cultural, educational or philanthropic organization.

Competing Activities. Prior to his termination hereunder, Executive shall devote substantially all of his business time to the Apollo Operating Group and its Subsidiaries. (1) Without the approval of the Governing Body (excluding any vote held by Executive), neither Executive, nor including through any member of Executive’s Group (each, an “Interested Party”) shall not at any time prior to Executive’s termination acquire a Financial Interest (as defined below) in (i) any Person in which any member of the Apollo Operating Group or any Subsidiary of the Apollo Operating Group holds an Investment or (ii) any potential Investment actively under consideration by any member of the Apollo Operating Group or any Subsidiary of the Apollo Operating Group. This provision shall not apply to any Financial Interest acquired on or prior to the date hereof July 13, 2012 or the date such investment is first described in clauses (i) or (ii) of the preceding sentence. As used herein, “Financial Interest” means the ownership of securities or rights to acquire securities or the right to receive compensation as an officer or employee in or from a Person. The foregoing limitation shall not apply to investments described in Clause F(2)(b) of this Exhibit A, even if such funds or accounts invest in (i) any Person in which Apollo or any of its Subsidiaries or any Fund holds an investment interest or (ii) any potential investment actively under consideration by any member of the Apollo Operating Group or any Subsidiary of the Apollo Operating Group. Without the approval of the Governing Body, prior to Executive’s termination, Executive shall not actively participate in the management of any business, other than (i) a business of the Apollo Operating Group or a member or Subsidiary thereof or any Person in which a member or Subsidiary of the Apollo Operating Group holds an Investment on behalf of the Apollo Operating Group, (ii) a business described in Clause F(2)(a) of this Exhibit A and (iii) board level participation in a business described in Clause F(2)(d) of this Exhibit A. For the avoidance of doubt, a “business” in the preceding sentence shall not include volunteer work for any charitable, cultural, educational or philanthropic organization.