Common use of Amendment to the Agreement Clause in Contracts

Amendment to the Agreement. (a) Except as may be otherwise required by law, this Agreement may be amended by the General Partner without the consent or approval of any Partners, subject to the rights of the Ziff Partner in Section 10.2(b), provided, however, that, except as expressly provided herein (including, without limitation, Sections 3.2, 5.2(d) and 10.2(c)), (i) if an amendment adversely affects the rights (not including any rights relating to the Class C Non-Equity Interests) of an Individual Limited Partner or any Related Trust thereof (other than the Ziff Partner or any transferee thereof) other than on a pro rata basis with other holders of Units of the same class, such Individual Limited Partner must provide his prior written consent to the amendment, (ii) no amendment may adversely affect the rights (not including any rights relating to the Class C Non-Equity Interests) of the holders of a class of Units (or any group of such holders) (other than the Ziff Partner or any transferee thereof) without the prior written consent of Individual Limited Partners that (together with their Related Trusts) hold a majority of the outstanding Units of such class (or of such group) then owned by all OZ Limited Partners, (iii) the provisions of this Section 10.2(a) may not be amended without the prior written consent of Individual Limited Partners that (together with their Related Trusts) hold a majority of the Class A Common Units then owned by all OZ Limited Partners, and (iv) the provisions of Sections 8.3(a), 8.3(b) and 8.4 may only be amended with PMC Approval. For the purposes of this Section 10.2(a), any Units owned by a Related Trust of an Individual Limited Partner shall be treated as being owned by such Individual Limited Partner. Subject to the foregoing, and to the rights of the Ziff Partner in Section 10.2(b) below, the General Partner may enter into Partner Agreements with any Limited Partner that affect the terms hereof and the terms of such Partner Agreement shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement. (b) No amendment to this Agreement (or any other action described in Section 10.2(c)) which is materially adverse to the Ziff Partner may be made without the prior written consent of the Ziff Partner, unless such amendment (or such other action) similarly affects all or a substantial number of the other Partners, in which case the consent of the Ziff Partner shall not be required; provided, however, that no amendment (or such other action) may be made without the prior written consent of the Ziff Partner if such amendment (or such other action) would have the effect of (i) adversely altering the rights of holders of Class A Common Units without similarly altering the rights of holders of Class B Common Units, except to the extent that such alteration of the rights of holders of Class A Common Units is required by applicable law or regulation, (ii) adversely altering the Ziff Partner’s rights to Transfer its Interest or to participate in any registrations pursuant to the Registration Rights Agreement or Section 8.5, except to the extent that such alteration is required by applicable law or regulation, (iii) reducing the Ziff Partner’s Interest in greater proportion than the Interests of Xxxxxx X. Och and his Related Trusts in Class A Common Units is reduced, (iv) reducing distributions to the Ziff Partner in greater proportion than distributions to Xxxxxx X. Och and his Related Trusts, solely in his capacity as a holder of Class A Common Units and not in any other capacity including his capacity as a holder of Class C Non-Equity Interests, are reduced, or (v) reducing distributions to the Ziff Partner in greater proportion than distributions to the holders of Class B Common Units are reduced. Except as expressly set forth in this Section 10.2(b), the Ziff Partner and its successors, assigns, heirs and transferees shall have no voting, consent or approval rights with respect to any matter. (c) It is acknowledged and agreed that none of the admission of any Additional Partner, the adoption of any Unit Designation, the issuance of any Units or Class C Non-Equity Interests, or the delegation of any power or authority to any committee (or its chairman) shall be considered an amendment of this Agreement that requires the approval of any Limited Partner; provided that any such action shall be subject to Section 10.2(b).

Amendment to the Agreement. (a) Except as may be otherwise required by law, and in addition to any applicable requirements under Sections 3.1(d)(iii) and 3.1(g)(iii), this Agreement may be amended by the General Partner without the consent or approval of any Partners, subject to the rights of the Ziff Partner in Section 10.2(b), provided, however, that, except as expressly provided herein (including, without limitation, Sections 3.2, 5.2(d) 3.2 and 10.2(c10.2(b)), (i) if an amendment adversely affects the rights (not including any rights relating to the Class C Non-Equity Interests) of an Individual Limited Partner or any Related Trust thereof (other than the Ziff Partner or any transferee thereof) other than on a pro rata basis with other holders of Units of the same class, such Individual Limited Partner must provide his prior written consent to the amendment, (ii) no amendment may adversely affect the rights (not including any rights relating to the Class C Non-Equity Interests) of the holders of a class of Units (or any group of such holders) (other than the Ziff Partner or any transferee thereof) without the prior written consent of Individual Limited Partners that (together with their Related Trusts) hold a majority of the outstanding Units of such class (or of such group) then owned by all OZ Limited Partners, (iii) the provisions of this Section 10.2(a) may not be amended without the prior written consent of Individual Limited Partners that (together with their Related Trusts) hold a majority of the Class A Common Units then owned by all OZ Limited Partners, and (iv) the provisions of Sections 3.1(i), 8.3(a), 8.3(b) ), 8.4 and 8.4 8.7 may only be amended with PMC Approval. For the purposes of this Section 10.2(a), any Units owned by a Related Trust of an Individual Limited Partner shall be treated as being owned by such Individual Limited Partner. Subject to the foregoing, foregoing and to the rights of the Ziff Partner in Section 10.2(bSections 3.1(d)(iii) belowand 3.1(g)(iii), the General Partner may enter into Partner Agreements with any Limited Partner that affect the terms hereof and the terms of such Partner Agreement shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement. (b) No amendment Subject to this Agreement (or any other action described in Section 10.2(c)Sections 3.1(d)(iii) which is materially adverse to the Ziff Partner may be made without the prior written consent of the Ziff Partner, unless such amendment (or such other action) similarly affects all or a substantial number of the other Partners, in which case the consent of the Ziff Partner shall not be required; provided, however, that no amendment (or such other action) may be made without the prior written consent of the Ziff Partner if such amendment (or such other action) would have the effect of (i) adversely altering the rights of holders of Class A Common Units without similarly altering the rights of holders of Class B Common Units, except to the extent that such alteration of the rights of holders of Class A Common Units is required by applicable law or regulation, (ii) adversely altering the Ziff Partner’s rights to Transfer its Interest or to participate in any registrations pursuant to the Registration Rights Agreement or Section 8.5, except to the extent that such alteration is required by applicable law or regulation, (iii) reducing the Ziff Partner’s Interest in greater proportion than the Interests of Xxxxxx X. Och and his Related Trusts in Class A Common Units is reduced, (iv) reducing distributions to the Ziff Partner in greater proportion than distributions to Xxxxxx X. Och and his Related Trusts, solely in his capacity as a holder of Class A Common Units and not in any other capacity including his capacity as a holder of Class C Non-Equity Interests, are reduced, or (v) reducing distributions to the Ziff Partner in greater proportion than distributions to the holders of Class B Common Units are reduced. Except as expressly set forth in this Section 10.2(b3.1(g)(iii), the Ziff Partner and its successors, assigns, heirs and transferees shall have no voting, consent or approval rights with respect to any matter. (c) It it is acknowledged and agreed that none of the admission of any Additional Limited Partner, the adoption of any Unit Designation, the issuance of any Units or Class C Non-Equity Interests, or the delegation of any power or authority to any committee (or its chairman) shall be considered an amendment of this Agreement that requires the approval of any Limited Partner; provided that . (c) Notwithstanding any such action other provision in this Agreement, other than Sections 3.1(d)(iii) and 3.1(g)(iii), no Limited Partner other than an Active Individual LP shall have any voting or consent rights under this Agreement for any reason. Any Active Individual LP may vote or consent on behalf of its Related Trust. The Interests of any Limited Partner without direct or indirect voting or consent rights shall be subject to Section 10.2(b)disregarded for purposes of calculating any thresholds under this Agreement.

Amendment to the Agreement. (a) Except as may be otherwise required by law, this Agreement may be amended by the General Partner without the consent or approval of any Partners, subject to the rights of the Ziff Partner in Section 10.2(b), provided, however, that, except as expressly provided herein (including, without limitation, Sections 3.2, 5.2(d) 3.2 and 10.2(c10.2(b)), (i) if an amendment adversely affects the rights (not including any rights relating to the Class C Non-Equity Interests) of an Individual Limited Partner or any Related Trust thereof (other than the Ziff Partner or any transferee thereof) other than on a pro rata basis with other holders of Units of the same class, such Individual Limited Partner must provide his prior written consent to the amendment, (ii) no amendment may adversely affect the rights (not including any rights relating to the Class C Non-Equity Interests) of the holders of a class of Units (or any group of such holders) (other than the Ziff Partner or any transferee thereof) without the prior written consent of Individual Limited Partners that (together with their Related Trusts) hold a majority of the outstanding Units of such class (or of such group) then owned by all OZ Limited Partners, (iii) the provisions of this Section 10.2(a) may not be amended without the prior written consent of Individual Limited Partners that (together with their Related Trusts) hold a majority of the Class A Common Units then owned by all OZ Limited Partners, and (iv) the provisions of Sections 3.1(i), 8.3(a), 8.3(b) ), 8.4 and 8.4 8.7 may only be amended with PMC Approval. For the purposes of this Section 10.2(a), any Units owned by a Related Trust of an Individual Limited Partner shall be treated as being owned by such Individual Limited Partner. Subject to the foregoing, and to the rights of the Ziff Partner in Section 10.2(b) below, the General Partner may enter into Partner Agreements with any Limited Partner that affect the terms hereof and the terms of such Partner Agreement shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement. (b) No amendment to this Agreement (or any other action described in Section 10.2(c)) which is materially adverse to the Ziff Partner may be made without the prior written consent of the Ziff Partner, unless such amendment (or such other action) similarly affects all or a substantial number of the other Partners, in which case the consent of the Ziff Partner shall not be required; provided, however, that no amendment (or such other action) may be made without the prior written consent of the Ziff Partner if such amendment (or such other action) would have the effect of (i) adversely altering the rights of holders of Class A Common Units without similarly altering the rights of holders of Class B Common Units, except to the extent that such alteration of the rights of holders of Class A Common Units is required by applicable law or regulation, (ii) adversely altering the Ziff Partner’s rights to Transfer its Interest or to participate in any registrations pursuant to the Registration Rights Agreement or Section 8.5, except to the extent that such alteration is required by applicable law or regulation, (iii) reducing the Ziff Partner’s Interest in greater proportion than the Interests of Xxxxxx X. Och and his Related Trusts in Class A Common Units is reduced, (iv) reducing distributions to the Ziff Partner in greater proportion than distributions to Xxxxxx X. Och and his Related Trusts, solely in his capacity as a holder of Class A Common Units and not in any other capacity including his capacity as a holder of Class C Non-Equity Interests, are reduced, or (v) reducing distributions to the Ziff Partner in greater proportion than distributions to the holders of Class B Common Units are reduced. Except as expressly set forth in this Section 10.2(b), the Ziff Partner and its successors, assigns, heirs and transferees shall have no voting, consent or approval rights with respect to any matter. (c) It is acknowledged and agreed that none of the admission of any Additional Partner, the adoption of any Unit Designation, the issuance of any Units or Class C Non-Equity Interests, or the delegation of any power or authority to any committee (or its chairman) shall be considered an amendment of this Agreement that requires the approval of any Limited Partner; provided that . (c) Notwithstanding any such action other provision in this Agreement, no Limited Partner other than an Active Individual LP shall have any voting or consent rights under this Agreement for any reason. Any Active Individual LP may vote or consent on behalf of its Related Trust. The Interests of any Limited Partner without direct or indirect voting or consent rights shall be subject to Section 10.2(b)disregarded for purposes of calculating any thresholds under this Agreement.

Amendment to the Agreement. (a) Except as may be otherwise required by law, this Agreement may be amended by the General Partner without the consent or approval of any Partners, subject to the rights of the Ziff Partner in Section 10.2(b), provided, however, that, except as expressly provided herein (including, without limitation, Sections 3.2, 5.2(d) and 10.2(c)), (i) if an amendment adversely affects the rights (not including any rights relating to the Class C Non-Equity Interests) of an Individual Limited Partner or any Related Trust thereof (other than the Ziff Partner or any transferee thereof) other than on a pro rata basis with other holders of Units of the same class, such Individual Limited Partner must provide his prior written consent to the amendment, (ii) no amendment may adversely affect the rights (not including any rights relating to the Class C Non-Equity Interests) of the holders of a class of Units (or any group of such holders) (other than the Ziff Partner or any transferee thereof) without the prior written consent of Individual Limited Partners that (together with their Related Trusts) hold a majority of the outstanding Units of such class (or of such group) then owned by all OZ Limited Partners, (iii) the provisions of this Section 10.2(a) may not be amended without the prior written consent of Individual Limited Partners that (together with their Related Trusts) hold a majority of the Class A Common Units then owned by all OZ Limited Partners, and (iv) the provisions of Sections 8.3(a), 8.3(b) and 8.4 may only be amended with PMC Approval. For the purposes of this Section 10.2(a), any Units owned by a Related Trust of an Individual Limited Partner shall be treated as being owned by such Individual Limited Partner. Subject to the foregoing, and to the rights of the Ziff Partner in Section 10.2(b) below, the General Partner may enter into Partner Agreements with any Limited Partner that affect the terms hereof and the terms of such Partner Agreement shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement. (b) No amendment to this Agreement (or any other action described in Section 10.2(c)) which is materially adverse to the Ziff Partner may be made without the prior written consent of the Ziff Partner, unless such amendment (or such other action) similarly affects all or a substantial number of the other Partners, in which case the consent of the Ziff Partner shall not be required; provided, however, that no amendment (or such other action) may be made without the prior written consent of the Ziff Partner if such amendment (or such other action) would have the effect of (i) adversely altering the rights of holders of Class A Common Units without similarly altering the rights of holders of Class B Common Units, except to the extent that such alteration of the rights of holders of Class A Common Units is required by applicable law or regulation, (ii) adversely altering the Ziff Partner’s rights to Transfer its Interest or to participate in any registrations pursuant to the Registration Rights Agreement or Section 8.5, except to the extent that such alteration is required by applicable law or regulation, (iii) reducing the Ziff Partner’s 's Interest in greater proportion than the Interests of Xxxxxx Dxxxxx X. Och and his Related Trusts in Class A Common Units is reduced, (iv) reducing distributions to the Ziff Partner in greater proportion than distributions to Xxxxxx Dxxxxx X. Och and his Related Trusts, solely in his capacity as a holder of Class A Common Units and not in any other capacity including his capacity as a holder of Class C Non-Equity Interests, are reduced, or (v) reducing distributions to the Ziff Partner in greater proportion than distributions to the holders of Class B Common Units are reduced. Except as expressly set forth in this Section 10.2(b), the Ziff Partner and its successors, assigns, heirs and transferees shall have no voting, consent or approval rights with respect to any matter. (c) It is acknowledged and agreed that none of the admission of any Additional Partner, the adoption of any Unit Designation, the issuance of any Units or Class C Non-Equity Interests, or the delegation of any power or authority to any committee (or its chairman) shall be considered an amendment of this Agreement that requires the approval of any Limited Partner; provided that any such action shall be subject to Section 10.2(b).

Amendment to the Agreement. (a) Except as may be otherwise required by law, this Agreement may be amended by the General Partner without the consent or approval of any Partners, subject to the rights of the Ziff Partner in Section 10.2(b), provided, however, that, except as expressly provided herein (including, without limitation, Sections 3.2, 5.2(d) and 10.2(c)), (i) if an amendment adversely affects the rights (not including any rights relating to the Class C Non-Equity Interests) of an Individual Limited Partner or any Related Trust thereof (other than the Ziff Partner or any transferee thereof) other than on a pro rata basis with other holders of Units of the same class, such Individual Limited Partner must provide his prior written consent to the amendment, (ii) no amendment may adversely affect the rights (not including any rights relating to the Class C Non-Equity Interests) of the holders of a class of Units (or any group of such holders) (other than the Ziff Partner or any transferee thereof) without the prior written consent of Individual Limited Partners that (together with their Related Trusts) hold a majority of the outstanding Units of such class (or of such group) then owned by all OZ Limited Partners, (iii) the provisions of this Section 10.2(a) may not be amended without the prior written consent of Individual Limited Partners that (together with their Related Trusts) hold a majority of the Class A Common Units then owned by all OZ Limited Partners, and (iv) the provisions of Sections 8.3(a), 8.3(b) and 8.4 may only be amended with PMC Approval. For the purposes of this Section 10.2(a), any Units owned by a Related Trust of an Individual Limited Partner shall be treated as being owned by such Individual Limited Partner. Subject to the foregoing, and to the rights of the Ziff Partner in Section 10.2(b) below, the General Partner may enter into Partner Agreements with any Limited Partner that affect the terms hereof and the terms of such Partner Agreement shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement. (b) No amendment to this Agreement (or any other action described in Section 10.2(c)) which is materially adverse to the Ziff Partner may be made without the prior written consent of the Ziff Partner, unless such amendment (or such other action) similarly affects all or a substantial number of the other Partners, in which case the consent of the Ziff Partner shall not be required; provided, however, that no amendment (or such other action) may be made without the prior written consent of the Ziff Partner if such amendment (or such other action) would have the effect of (i) adversely altering the rights of holders of Class A Common Units without similarly altering the rights of holders of Class B Common Units, except to the extent that such alteration of the rights of holders of Class A Common Units is required by applicable law or regulation, (ii) adversely altering the Ziff Partner’s rights to Transfer its Interest or to participate in any registrations pursuant to the Registration Rights Agreement or Section 8.5, except to the extent that such alteration is required by applicable law or regulation, (iii) reducing the Ziff Partner’s Interest in greater proportion than the Interests of Xxxxxx X. Och and his Related Trusts in Class A Common Units is reduced, (iv) reducing distributions to the Ziff Partner in greater proportion than distributions to Xxxxxx X. Och and his Related Trusts, solely in his capacity as a holder of Class A Common Units and not in any other capacity including his capacity as a holder of Class C Non-Equity Interests, are reduced, or (v) reducing distributions to the Ziff Partner in greater proportion than distributions to the holders of Class B Common Units are reduced. Except as expressly set forth in this Section 10.2(b), the Ziff Partner and its successors, assigns, heirs and transferees shall have no voting, consent or approval rights with respect to any matter. (c) It is acknowledged and agreed that none of the admission of any Additional Partner, the adoption of any Unit Designation, the issuance of any Units or Class C Non-Equity Interests, or the delegation of any power or authority to any committee (or its chairman) shall be considered an amendment of this Agreement that requires the approval of any Limited Partner; provided that any such action shall be subject to Section 10.2(b).,

Amendment to the Agreement. (a) Except as may be otherwise required by law, this Agreement may be amended by the General Partner without the consent or approval of any Partners, subject to the rights of the Ziff Partner in Section 10.2(b), provided, however, that, except as expressly provided herein (including, without limitation, Sections 3.2, 5.2(d) and 10.2(c)), (i) if an amendment adversely affects the rights (not including any rights relating to the Class C Non-Non- Equity Interests) of an Individual Limited Partner or any Related Trust thereof (other than the Ziff Partner or any transferee thereof) other than on a pro rata rota basis with other holders of Units of the same class, such Individual Limited Partner must provide his prior written consent to the amendment, (ii) no amendment may adversely affect the rights (not including any rights relating to the Class C Non-Equity Interests) of the holders of a class of Units (or any group of such holders) (other than the Ziff Partner or any transferee thereof) without the prior written consent of Individual Limited Partners that (together with their Related Trusts) hold a majority of the outstanding Units of such class (or of such group) then owned by all OZ Limited Partners, (iii) the provisions of this Section 10.2(a) may not be amended without the prior written consent of Individual Limited Partners that (together with their Related Trusts) hold a majority of the Class A Common Units then owned by all OZ Limited Partners, and (iv) the provisions of Sections 8.3(a), 8.3(b) and 8.4 may only be amended with PMC Approval. For the purposes of this Section 10.2(a), any Units owned by a Related Trust of an Individual Limited Partner shall be treated as being owned by such Individual Limited Partner. Subject to the foregoing, and to the rights of the Ziff Partner in Section 10.2(b) below, the General Partner may enter into Partner Agreements with any Limited Partner that affect the terms hereof and the terms of such Partner Agreement shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement. (b) No amendment to this Agreement (or any other action described in Section 10.2(c)) which is materially adverse to the Ziff Partner may be made without the prior written consent of the Ziff Partner, unless such amendment (or such other action) similarly affects all or a substantial number of the other Partners, in which case the consent of the Ziff Partner shall not be required; provided, however, that no amendment (or such other action) may be made without the prior written consent of the Ziff Partner if such amendment (or such other action) would have the effect of (i) adversely altering the rights of holders of Class A Common Units without similarly altering the rights of holders of Class B Common Units, except to the extent that such alteration of the rights of holders of Class A Common Units is required by applicable law or regulation, (ii) adversely altering the Ziff Partner’s rights to Transfer its Interest or to participate in any registrations pursuant to the Registration Rights Agreement or Section 8.5, except to the extent that such alteration is required by applicable law or regulation, (iii) reducing the Ziff Partner’s Interest in greater proportion than the Interests of Xxxxxx X. Och and his Related Trusts in Class A Common Units is reduced, (iv) reducing distributions to the Ziff Partner in greater proportion than distributions to Xxxxxx X. Och and his Related Trusts, solely in his capacity as a holder of Class A Common Units and not in any other capacity including his capacity as a holder of Class C Non-Equity Interests, are reduced, or (v) reducing distributions to the Ziff Partner in greater proportion than distributions to the holders of Class B Common Units are reduced. Except as expressly set forth in this Section 10.2(b), the Ziff Partner and its successors, assigns, heirs and transferees shall have no voting, consent or approval rights with respect to any matter. (c) It is acknowledged and agreed that none of the admission of any Additional Partner, the adoption of any Unit Designation, the issuance of any Units or Class C Non-Equity Interests, or the delegation of any power or authority to any committee (or its chairman) shall be considered an amendment of this Agreement that requires the approval of any Limited Partner; provided that any such action shall be subject to Section 10.2(b).

Amendment to the Agreement. (a) Except as may be otherwise required by law, this Agreement may be amended by the General Partner without the consent or approval of any Partners, subject to the rights of the Ziff Partner in Section 10.2(b), provided, however, that, except as expressly provided herein (including, without limitation, Sections 3.2, 5.2(d) and 10.2(c)), (i) if an amendment adversely affects the rights (not including any rights relating to the Class C Non-Equity Interests) of an Individual Limited Partner or any Related Trust thereof (other than the Ziff Partner or any transferee thereof) other than on a pro rata basis with other holders of Units of the same class, such Individual Limited Partner must provide his prior written consent to the amendment, (ii) no amendment may adversely affect the rights (not including any rights relating to the Class C Non-Equity Interests) of the holders of a class of Units (or any group of such holders) (other than the Ziff Partner or any transferee thereof) without the prior written consent of Individual Limited Partners that (together with their Related Trusts) hold a majority of the outstanding Units of such class (or of such group) then owned by all OZ Limited Partners, (iii) the provisions of this Section 10.2(a) may not be amended without the prior written consent of Individual Limited Partners that (together with their Related Trusts) hold a majority of the Class A Common Units then owned by all OZ Limited Partners, and (iv) the provisions of Sections 8.3(a), 8.3(b) and 8.4 may only be amended with PMC Approval. For the purposes of this Section 10.2(a), any Units owned by a Related Trust of an Individual Limited Partner shall be treated as being owned by such Individual Limited Partner. Subject to the foregoing, and to the rights of the Ziff Partner in Section 10.2(b) below, the General Partner may enter into Partner Agreements with any Limited Partner that affect the terms hereof and the terms of such Partner Agreement shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement. (b) No amendment to this Agreement (or any other action described in Section 10.2(c)) which is materially adverse to the Ziff Partner may be made without the prior written consent of the Ziff Partner, unless such amendment (or such other action) similarly affects all or a substantial number of the other Partners, in which case the consent of the Ziff Partner shall not be required; provided, however, that no amendment (or such other action) may be made without the prior written consent of the Ziff Partner if such amendment (or such other action) would have the effect of (i) adversely altering the rights of holders of Class A Common Units without similarly altering the rights of holders of Class B Common Units, except to the extent that such alteration of the rights of holders of Class A Common Units is required by applicable law or regulation, (ii) adversely altering the Ziff Partner’s rights to Transfer its Interest or to participate in any registrations pursuant to the Registration Rights Agreement or Section 8.5, except to the extent that such alteration is required by applicable law or regulation, (iii) reducing the Ziff Partner’s Interest in greater proportion than the Interests of Xxxxxx X. Och and his Related Trusts in Class A Common Units is reduced, (iv) reducing distributions to the Ziff Partner in greater proportion than distributions to Xxxxxx X. Och and his Related Trusts, solely in his capacity as a holder of Class A Common Units and not in any other capacity including his capacity as a holder of Class C Non-Equity Interests, are reduced, or (v) reducing distributions to the Ziff Partner in greater proportion than distributions to the holders of Class B Common Units are reduced. Except as expressly set forth in this Section 10.2(b), the Ziff Partner and its successors, assigns, heirs and transferees shall have no voting, consent or approval rights with respect to any matter. (c) It is acknowledged and agreed that none of the admission of any Additional Partner, the adoption of any Unit Designation, the issuance of any Units or Class C Non-Equity Interests, or the delegation of any power or authority to any committee (or its chairman) shall be considered an amendment of this Agreement that requires the approval of any Limited Partner; provided that any such action shall be subject to Section 10.2(b).