Common use of Matters Requiring Approval of Unaffiliated Investor Shareholders Clause in Contracts

Matters Requiring Approval of Unaffiliated Investor Shareholders. (i) The Company shall not, without the prior written consent or affirmative vote of Apollo, enter into or be a party to any material transaction with Carlyle or any Affiliate, member, partner, director, officer or employee of Carlyle or any “associate” (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) of any such Person or Carlyle, except for transactions expressly provided for in this Agreement or the Capital Contribution Agreement. (ii) The Company shall not, without the prior written consent or affirmative vote of Carlyle, enter into or be a party to any material transaction with Apollo or any Affiliate, member, partner, director, officer or employee of Apollo or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person or Apollo, except for (w) transactions contemplated by this Agreement or the Capital Contribution Agreement, (x) the employment of persons currently employed by Apollo, (y) reimbursement of amounts paid by Apollo to professionals after the date of this Agreement and before the execution of the Support Services Agreement for such professionals’ reasonable fees and expenses for the due diligence of potential investments within the Investment Scope, or (z) pursuant to a Support Services Agreement between Apollo and the Company whereby Apollo will provide services to the Company upon terms and conditions satisfactory to Apollo and Carlyle.

Matters Requiring Approval of Unaffiliated Investor Shareholders. (i) The Company shall not, without the prior written consent or affirmative vote of Apollo, enter into or be a party to any material transaction with Carlyle or any Affiliate, member, partner, director, officer or employee of Carlyle or any “associate” (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) of any such Person or Carlyle, except for transactions expressly provided for in this Agreement or the Capital Contribution Joint Venture Agreement. (ii) The Company shall not, without the prior written consent or affirmative vote of Carlyle, enter into or be a party to any material transaction with Apollo or any Affiliate, member, partner, director, officer or employee of Apollo or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person or Apollo, except for (w) transactions contemplated by this Agreement or the Capital Contribution Joint Venture Agreement, (x) the employment of persons currently employed by Apollo, (y) reimbursement of amounts paid by Apollo to professionals after the date of this Agreement and before the execution of the Support Services Agreement for such professionals’ reasonable fees and expenses for the due diligence of potential investments within the Investment Scope, or (z) pursuant to a Support Services Agreement between Apollo and the Company whereby Apollo will provide services to the Company upon terms and conditions satisfactory to Apollo and Carlyle.