Common use of Consequences of Breach Clause in Contracts

Consequences of Breach. The Incentive Units hereunder shall be conditionally granted subject to the Limited Partner's compliance with the covenants set forth in Section 2.13(b) of the Limited Partnership Agreement. Without limitation or contradiction of the foregoing, and in addition to the applicability of Section 2.13(g) of the Limited Partnership Agreement, the Limited Partner agrees that it would be impossible to compute the actual damages resulting from a breach of any such covenants, and that the amounts set forth in this Section 3(b)(ii) are reasonable and do not operate as a penalty, but are a genuine pre-estimate of the anticipated loss that the Partnership and other members of the Och-Ziff Group would suffer from breach of any such covenants. In the event the Limited Partner breaches any such covenants, then the Limited Partner shall have failed to satisfy the condition subsequent to the grants of Incentive Units and the Limited Partner agrees that: (1) on or after the date of such breach, any Incentive P Units shall be forfeited and cancelled; (2) on or after the date of such breach, any Incentive D Units (or any Class A Common Units into which such Incentive D Units have converted) shall thereafter be reallocated from the Limited Partner and his Related Trusts and shall be reallocated in accordance with the Limited Partnership Agreement; (3) on or after the date of such breach, all allocations and distributions on the Common Units described in paragraph (2) above that would otherwise have been received by the Limited Partner or his Related Trusts on or after the date of such breach shall thereafter be reallocated from them in accordance with the reallocations of such Common Units described above; (4) on or after the date of such breach, no allocations shall be made to the Limited Partner's Capital Accounts and no distributions shall be made to the Limited Partner or his Related Trusts in respect of any Incentive Units (or any Class A Common Units into which such Incentive Units have converted); (5) on or after the date of such breach, no Transfer (including any exchange pursuant to the Exchange Agreements) of any Incentive Units (or any Class A Common Units into which such Incentive Units have converted) of the Limited Partner or his Related Trusts shall be permitted under any circumstances notwithstanding anything to the contrary in any other agreement; (6) on or after the date of such breach, no sale, exchange, assignment, pledge, hypothecation, bequest, creation of an encumbrance, or any other transfer or disposition of any kind may be made of any of the Class A Shares acquired by the Limited Partner or his Related Trusts through (x) an exchange of any Incentive P Units pursuant to the Class P Exchange Agreement or (y) an exchange of any Class A Common Units into which any Incentive D Units have converted pursuant to the Class A Exchange Agreement (any Class A Shares referenced in clause (x) or (y), collectively, "Exchanged Class A Shares"); and (7) on the Reallocation Date, the Limited Partner and his Related Trusts shall immediately: (A) pay to the Continuing Partners, in accordance with Section 2.13(g) of the Limited Partnership Agreement, a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner and his Related Trusts for any Exchanged Class A Shares that were transferred during the 24-month period prior to the date of such breach; and (ii) any distributions received by the Limited Partner or his Related Trusts during such 24-month period on Exchanged Class A Shares; (B) transfer any Exchanged Class A Shares held by the Limited Partner or his Related Trusts on and after the date of such breach to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement; and (C) pay to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner or his Related Trusts for any Exchanged Class A Shares that were transferred on or after the date of such breach; and (ii) all distributions received by the Limited Partner or his Related Trusts on or after the date of such breach on Exchanged Class A Shares.

Consequences of Breach. The Incentive Units hereunder shall be conditionally granted subject to the Limited Partner's ’s compliance with the covenants set forth in Section 2.13(b) of the Limited Partnership Agreement. Without limitation or contradiction of the foregoing, and in addition to the applicability of Section 2.13(g) of the Limited Partnership Agreement, the Limited Partner agrees that it would be impossible to compute the actual damages resulting from a breach of any such covenants, and that the amounts set forth in this Section 3(b)(ii) are reasonable and do not operate as a penalty, but are a genuine pre-estimate of the anticipated loss that the Partnership and other members of the Och-Ziff Group would suffer from breach of any such covenants. In the event the Limited Partner breaches any such covenants, then the Limited Partner shall have failed to satisfy the condition subsequent to the grants of Incentive Units and the Limited Partner agrees that: (1) on or after the date of such breach, any Incentive P Units shall be forfeited and cancelled; (2) on or after the date of such breach, any Incentive D Units (or any Class A Common Units into which such Incentive D Units have converted) shall thereafter be reallocated from the Limited Partner and his Related Trusts and shall be reallocated in accordance with the Limited Partnership Agreement; (3) on or after the date of such breach, all allocations and distributions on the Common Units described in paragraph (2) above that would otherwise have been received by the Limited Partner or his Related Trusts on or after the date of such breach shall thereafter be reallocated from them in accordance with the reallocations of such Common Units described above; (4) on or after the date of such breach, no allocations shall be made to the Limited Partner's ’s Capital Accounts and no distributions shall be made to the Limited Partner or his Related Trusts in respect of any Incentive Units (or any Class A Common Units into which such Incentive Units have converted); (5) on or after the date of such breach, no Transfer (including any exchange pursuant to the Exchange Agreements) of any Incentive Units (or any Class A Common Units into which such Incentive Units have converted) of the Limited Partner or his Related Trusts shall be permitted under any circumstances notwithstanding anything to the contrary in any other agreement; (6) on or after the date of such breach, no sale, exchange, assignment, pledge, hypothecation, bequest, creation of an encumbrance, or any other transfer or disposition of any kind may be made of any of the Class A Shares acquired by the Limited Partner or his Related Trusts through (x) an exchange of any Incentive P Units pursuant to the Class P Exchange Agreement or (y) an exchange of any Class A Common Units into which any Incentive D Units have converted pursuant to the Class A Exchange Agreement (any Class A Shares referenced in clause (x) or (y), collectively, "“Exchanged Class A Shares"”); and (7) on the Reallocation Date, the Limited Partner and his Related Trusts shall immediately: (A) pay to the Continuing Partners, in accordance with Section 2.13(g) of the Limited Partnership Agreement, a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner and his Related Trusts for any Exchanged Class A Shares that were transferred during the 24-month period prior to the date of such breach; and (ii) any distributions received by the Limited Partner or his Related Trusts during such 24-month period on Exchanged Class A Shares; (B) transfer any Exchanged Class A Shares held by the Limited Partner or his Related Trusts on and after the date of such breach to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement; and (C) pay to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner or his Related Trusts for any Exchanged Class A Shares that were transferred on or after the date of such breach; and (ii) all distributions received by the Limited Partner or his Related Trusts on or after the date of such breach on Exchanged Class A Shares.

Consequences of Breach. The Incentive All grants of PSIs, Performance Cash Distributions, PSI Cash Distributions, New Class D Units hereunder and Deferred Cash Interests shall be conditionally granted subject to the Limited Partner's ’s compliance with the covenants set forth in Section 2.13(b2.13(b)(i) (as modified hereunder) and Section 2.13(b)(ii) of the Limited Partnership Agreement. Without limitation or contradiction of the foregoing, and in addition to the applicability of Section 2.13(g) of the Limited Partnership AgreementAgreement as described in Section 5(a), the Limited Partner agrees that it would be impossible to compute the actual damages resulting from a breach of any such covenants, and that the amounts set forth in this Section 3(b)(ii5(b)(ii) are reasonable and do not operate as a penalty, but are a genuine pre-estimate of the anticipated loss that the Partnership and other members of the Och-Ziff Group would suffer from the Limited Partner’s breach of any such covenants. In the event the Limited Partner breaches any such covenants, then the Limited Partner shall have failed to satisfy the condition subsequent to the grants of Incentive PSIs, Performance Cash Distributions, PSI Cash Distributions, New Class D Units and Deferred Cash Interests and the Limited Partner agrees that: (1A) on or after the date of such breach, any Incentive P Units shall be forfeited and cancelled; (2) on or after the date of such breach, any Incentive New Class D Units (or any Class A Common Units into which such Incentive D Units have convertedacquired in respect thereof) shall thereafter be reallocated from received by the Limited Partner and his Related Trusts and shall be reallocated in accordance with the Limited Partnership Agreement; (3) on or after the date of such breach, all allocations and distributions on the such Common Units described in paragraph (2) above that would otherwise have been received by the Limited Partner or his Related Trusts on or after the date of such breach shall thereafter be reallocated from them the Limited Partner in accordance with Section 2.13(g) of the reallocations of such Common Units described aboveLimited Partnership Agreement; (4B) on or after the date of such breach, no allocations shall be made to the Limited Partner's ’s Capital Accounts and no distributions shall be made to the Limited Partner or his Related Trusts in respect of any Incentive New Class D Units (or any Class A Common Units into which such Incentive Units have convertedacquired in respect thereof); (5C) on or after the date of such breach, (x) any PSIs held by the Limited Partner shall be forfeited by the Limited Partner and cancelled in accordance with the Limited Partnership Agreement, (y) any Deferred Cash Interests held by the Limited Partner shall be forfeited by the Limited Partner and cancelled, and (z) all allocations and distributions on such PSIs or in respect of such Deferred Cash Interests that would otherwise have been received by the Limited Partner on or after the date of such breach shall not thereafter be made; (D) on or after the date of such breach, no Transfer (including any exchange pursuant to the Exchange AgreementsAgreement) of any Incentive New Class D Units (or any Class A Common Units into which such Incentive Units have converted) of the Limited Partner acquired in respect thereof), PSIs or his Related Trusts Deferred Cash Interests shall be permitted under any circumstances notwithstanding anything to the contrary in any other agreement; (6E) on or after the date of such breach, no sale, exchange, assignment, pledge, hypothecation, bequestbequeath, creation of an encumbrance, or any other transfer or disposition of any kind may be made of any of the Class A Shares acquired by the Limited Partner or his Related Trusts through (x) an exchange of any Incentive P Units pursuant to the Class P Exchange Agreement or (y) an exchange of any Class A Common Units into which acquired by the Limited Partner in respect of any Incentive New Class D Units have converted pursuant to the Class A Exchange Agreement (any Class A Shares referenced in clause (x) or (y), collectively, "“Exchanged Class A Shares"”); and; (7F) on the Reallocation Date, the Limited Partner and his Related Trusts shall immediately: (A) pay to the Continuing Partners, in accordance with Section 2.13(g) of the Limited Partnership Agreement, a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner and his Related Trusts for any Exchanged Class A Shares that were transferred during the 24-month period prior to the date of such breach; and (ii) any distributions received by the Limited Partner or his Related Trusts during such 24-month period on Exchanged Class A Shares; (B) transfer any Exchanged Class A Shares held by the Limited Partner or his Related Trusts on and after the date of such breach to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement; and (C) pay to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner or his Related Trusts for any Exchanged Class A Shares that were transferred on or after the date of such breach; and (ii) all distributions received by the Limited Partner or his Related Trusts on or after the date of such breach on Exchanged Class A Shares.

Consequences of Breach. The Incentive Units All grants of Performance Cash Distributions, the Initial Class D Common Unit, RSUs (including, for the avoidance of doubt, Sign-On RSUs) and Deferred Cash Interests hereunder shall be conditionally granted subject to the Limited Partner's ’s compliance with the covenants set forth in Section 2.13(b2.13(b)(i) (as modified hereunder) and Section 2.13(b)(ii) of the Limited Partnership Agreement. Without limitation or contradiction of the foregoing, and in addition to the applicability of Section 2.13(g) of the Limited Partnership Agreement, the Limited Partner agrees that it would be impossible to compute the actual damages resulting from a breach of any such covenants, and that the amounts set forth in this Section 3(b)(ii6(b)(ii) are reasonable and do not operate as a penalty, but are a genuine pre-estimate of the anticipated loss that the Partnership and other members of the Och-Ziff Group would suffer from the Limited Partner’s breach of any such covenants. In the event the Limited Partner breaches any such covenants, then the Limited Partner shall have failed to satisfy the condition subsequent to the grants of Incentive Units Performance Cash Distributions, the Initial Class D Common Unit, RSUs and Deferred Cash Interests and the Limited Partner agrees that: (1A) on or after the date of such breach, any Incentive P Units shall be forfeited and cancelled; (2) on or after the date of such breach, any Incentive Initial Class D Units Common Unit (or any Class A Common Units into which such Incentive D Units have convertedacquired in respect thereof) shall thereafter be reallocated from received by the Limited Partner and his Related Trusts and shall be reallocated in accordance with the Limited Partnership Agreement; (3) on or after the date of such breach, all allocations and distributions on the such Common Units described in paragraph (2) above that would otherwise have been received by the Limited Partner or his Related Trusts on or after the date of such breach shall thereafter be reallocated from them the Limited Partner in accordance with Section 2.13(g) of the reallocations of such Common Units described aboveLimited Partnership Agreement; (4B) on or after the date of such breach, no allocations shall be made to the Limited Partner's ’s Capital Accounts and no distributions shall be made to the Limited Partner or his Related Trusts in respect of any Incentive Units the Initial Class D Common Unit (or any Class A Common Units into which such Incentive Units have convertedacquired in respect thereof); (5C) on or after the date of such breach, any RSUs and Deferred Cash Interests held by the Limited Partner shall be forfeited by the Limited Partner and cancelled and all allocations and distributions in respect of such RSUs and Deferred Cash Interests that would otherwise have been received by the Limited Partner on or after the date of such breach shall not thereafter be made; (D) on or after the date of such breach, no Transfer (including any exchange pursuant to the Exchange AgreementsAgreement) of any Incentive Units the Initial Class D Common Unit (or any Class A Common Units into which such Incentive Units have converted) acquired in respect thereof), RSUs or Deferred Cash Interests of the Limited Partner or his Related Trusts shall be permitted under any circumstances notwithstanding anything to the contrary in any other agreement; (6E) on or after the date of such breach, no sale, exchange, assignment, pledge, hypothecation, bequestbequeath, creation of an encumbrance, or any other transfer or disposition of any kind may be made of any of the Class A Shares acquired by the Limited Partner upon the settlement of any RSUs or his Related Trusts through (x) an exchange of any Incentive P Units pursuant to the Class P Exchange Agreement or (y) an exchange of any Class A Common Units into which any Incentive acquired by the Limited Partner in respect of the Initial Class D Units have converted pursuant to the Class A Exchange Agreement Common Unit (any Class A Shares referenced in clause (x) or (y), collectively, "Exchanged “Received Class A Shares"”); and; (7F) on the Reallocation Date, the Limited Partner and his Related Trusts shall immediately: (A) pay to the Continuing Partners, in accordance with Section 2.13(g) of the Limited Partnership Agreement, a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner and his Related Trusts for any Exchanged Class A Shares that were transferred during the 24-month period prior to the date of such breach; and (ii) any distributions received by the Limited Partner or his Related Trusts during such 24-month period on Exchanged Class A Shares; (B) transfer any Exchanged Class A Shares held by the Limited Partner or his Related Trusts on and after the date of such breach to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement; and (C) pay to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner or his Related Trusts for any Exchanged Class A Shares that were transferred on or after the date of such breach; and (ii) all distributions received by the Limited Partner or his Related Trusts on or after the date of such breach on Exchanged Class A Shares.

Consequences of Breach. The Incentive grants of Retention Units hereunder shall be conditionally granted subject to the Limited Partner's ’s compliance with the covenants set forth in Section 2.13(b) of the Limited Partnership Agreement. Without limitation or contradiction of the foregoing, and in addition to the applicability of Section 2.13(g) of the Limited Partnership AgreementAgreement as described in Section 3(a) above, the Limited Partner agrees that it would be impossible to compute the actual damages resulting from a breach of any such covenants, and that the amounts set forth in this Section 3(b)(ii) are reasonable and do not operate as a penalty, but are a genuine pre-estimate of the anticipated loss that the Partnership and other members of the Och-Ziff Group would suffer from a breach of any such covenants. In the event the Limited Partner breaches any such covenants, then the Limited Partner shall have failed to satisfy the condition subsequent to the grants of Incentive Retention Units and the Limited Partner agrees that: (1A) on or after the date of such breach, any Incentive P Units shall be forfeited and cancelled; (2) on or after the date of such breach, any Incentive D Retention Units (or any Class A Common Units into which such Incentive D Units have convertedacquired in respect thereof) shall thereafter be reallocated from received by the Limited Partner and his Related Trusts and shall be reallocated in accordance with the Limited Partnership Agreement; (3) on or after the date of such breach, all allocations and distributions on the such Common Units described in paragraph (2) above that would otherwise have been received by the Limited Partner or his Related Trusts on or after the date of such breach shall thereafter be reallocated from them the Limited Partner in accordance with Section 2.13(g) of the reallocations of Limited Partnership Agreement, provided that any such Class D Common Units described aboveshall be treated as Class A Common Units thereunder; (4B) on or after the date of such breach, no allocations shall be made to the Limited Partner's ’s Capital Accounts and no distributions shall be made to the Limited Partner or his Related Trusts in respect of any Incentive Retention Units (or any Class A Common Units into which such Incentive Units have convertedacquired in respect thereof); (5C) on or after the date of such breach, no Transfer (including any exchange pursuant to the Exchange AgreementsAgreement) of any Incentive Retention Units (or any Class A Common Units into which such Incentive Units have convertedacquired in respect thereof) of the Limited Partner or his Related Trusts shall be permitted under any circumstances notwithstanding anything to the contrary in any other agreement; (6D) on or after the date of such breach, no sale, exchange, assignment, pledge, hypothecation, bequestbequeath, creation of an encumbrance, or any other transfer or disposition of any kind may be made of any of the Class A Shares acquired by the Limited Partner or his Related Trusts through (x) an exchange of any Incentive P Units pursuant to the Class P Exchange Agreement or (y) an exchange of any Class A Common Units into which acquired by the Limited Partner in respect of any Incentive D Retention Units have converted pursuant to the Class A Exchange Agreement (any Class A Shares referenced in clause (x) or (y), collectively, "“Exchanged Class A Shares"”); and (7E) on the Reallocation Date, the Limited Partner and his Related Trusts shall immediately: (A) pay to the Continuing Partners, in accordance with Section 2.13(g) of the Limited Partnership Agreement, a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner and his Related Trusts for any Exchanged Class A Shares that were transferred during the 24-month period prior to the date of such breach; and (ii) any distributions received by the Limited Partner or his Related Trusts during such 24-month period on Exchanged Class A Shares; (B) transfer any Exchanged Class A Shares held by the Limited Partner or his Related Trusts on and after the date of such breach to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement; and (C) pay to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner or his Related Trusts for any Exchanged Class A Shares that were transferred on or after the date of such breach; and (ii) all distributions received by the Limited Partner or his Related Trusts on or after the date of such breach on Exchanged Class A Shares.

Consequences of Breach. The Incentive grants of Retention Units hereunder shall be conditionally granted subject to the Limited Partner's compliance with the covenants set forth in Section 2.13(b) of the Limited Partnership Agreement. Without limitation or contradiction of the foregoing, and in addition to the applicability of Section 2.13(g) of the Limited Partnership AgreementAgreement as described in Section 3(a) above, the Limited Partner agrees that it would be impossible to compute the actual damages resulting from a breach of any such covenants, and that the amounts set forth in this Section 3(b)(ii) are reasonable and do not operate as a penalty, but are a genuine pre-estimate of the anticipated loss that the Partnership and other members of the Och-Ziff Group would suffer from breach of any such covenants. In the event the Limited Partner breaches any such covenants, then the Limited Partner shall have failed to satisfy the condition subsequent to the grants of Incentive Retention Units and the Limited Partner agrees that: (1A) on or after the date of such breach, any Incentive P Units shall be forfeited and cancelled; (2) on or after the date of such breach, any Incentive D Retention Units (or any Class A Common Units into which such Incentive D Units have convertedacquired in respect thereof) shall thereafter be reallocated from received by the Limited Partner and his Related Trusts and shall be reallocated in accordance with the Limited Partnership Agreement; (3) on or after the date of such breach, all allocations and distributions on the such Common Units described in paragraph (2) above that would otherwise have been received by the Limited Partner or his Related Trusts on or after the date of such breach shall thereafter be reallocated from them the Limited Partner in accordance with Section 2.13(g) of the reallocations of Limited Partnership Agreement, provided that any such Class D Common Units described aboveshall be treated as Class A Common Units thereunder; (4B) on or after the date of such breach, no allocations shall be made to the Limited Partner's Capital Accounts and no distributions shall be made to the Limited Partner or his Related Trusts in respect of any Incentive Retention Units (or any Class A Common Units into which such Incentive Units have convertedacquired in respect thereof); (5C) on or after the date of such breach, no Transfer (including any exchange pursuant to the Exchange AgreementsAgreement) of any Incentive Retention Units (or any Class A Common Units into which such Incentive Units have convertedacquired in respect thereof) of the Limited Partner or his Related Trusts shall be permitted under any circumstances notwithstanding anything to the contrary in any other agreement; (6D) on or after the date of such breach, no sale, exchange, assignment, pledge, hypothecation, bequestbequeath, creation of an encumbrance, or any other transfer or disposition of any kind may be made of any of the Class A Shares acquired by the Limited Partner or his Related Trusts through (x) an exchange of any Incentive P Units pursuant to the Class P Exchange Agreement or (y) an exchange of any Class A Common Units into which acquired by the Limited Partner in respect of any Incentive D Retention Units have converted pursuant to the Class A Exchange Agreement (any Class A Shares referenced in clause (x) or (y), collectively, "“Exchanged Class A Shares"”); and (7E) on the Reallocation Date, the Limited Partner and his Related Trusts shall immediately: (A) pay to the Continuing Partners, in accordance with Section 2.13(g) of the Limited Partnership Agreement, a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner and his Related Trusts for any Exchanged Class A Shares that were transferred during the 24-month period prior to the date of such breach; and (ii) any distributions received by the Limited Partner or his Related Trusts during such 24-month period on Exchanged Class A Shares; (B) transfer any Exchanged Class A Shares held by the Limited Partner or his Related Trusts on and after the date of such breach to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement; and (C) pay to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner or his Related Trusts for any Exchanged Class A Shares that were transferred on or after the date of such breach; and (ii) all distributions received by the Limited Partner or his Related Trusts on or after the date of such breach on Exchanged Class A Shares.

Consequences of Breach. The Incentive All grants of PSIs, Performance Cash Distributions, PSI Cash Distributions, the Initial Class D Common Unit, New Class D Units hereunder and Deferred Cash Interests shall be conditionally granted subject to the Limited Partner's ’s compliance with the covenants set forth in Section 2.13(b2.13(b)(i) (as modified hereunder) and Section 2.13(b)(ii) of the Limited Partnership Agreement. Without limitation or contradiction of the foregoing, and in addition to the applicability of Section 2.13(g) of the Limited Partnership AgreementAgreement as described in Section 5(a), the Limited Partner agrees that it would be impossible to compute the actual damages resulting from a breach of any such covenants, and that the amounts set forth in this Section 3(b)(ii5(d)(ii) are reasonable and do not operate as a penalty, but are a genuine pre-estimate of the anticipated loss that the Partnership and other members of the Och-Ziff Group would suffer from the Limited Partner’s breach of any such covenants. In the event the Limited Partner breaches any such covenants, then the Limited Partner shall have failed to satisfy the condition subsequent to the grants of Incentive PSIs, Performance Cash Distributions, PSI Cash Distributions, the Initial Class D Common Unit, New Class D Units and Deferred Cash Interests and the Limited Partner agrees that: (1A) on or after the date of such breach, the Initial Class D Common Unit and any Incentive P Units shall be forfeited and cancelled; (2) on or after the date of such breach, any Incentive New Class D Units (or any Class A Common Units into which such Incentive D Units have convertedacquired in respect thereof) shall thereafter be reallocated from received by the Limited Partner and his Related Trusts and shall be reallocated in accordance with the Limited Partnership Agreement; (3) on or after the date of such breach, all allocations and distributions on the such Common Units described in paragraph (2) above that would otherwise have been received by the Limited Partner or his Related Trusts on or after the date of such breach shall thereafter be reallocated from them the Limited Partner in accordance with Section 2.13(g) of the reallocations of Limited Partnership Agreement, provided that any such Class D Common Units described aboveshall be treated as Class A Common Units thereunder; (4B) on or after the date of such breach, no allocations shall be made to the Limited Partner's ’s Capital Accounts and no distributions shall be made to the Limited Partner or his Related Trusts in respect of the Initial Class D Common Unit or any Incentive New Class D Units (or any Class A Common Units into which such Incentive Units have convertedacquired in respect thereof); (5C) on or after the date of such breach, (x) any PSIs held by the Limited Partner shall be forfeited by the Limited Partner and cancelled in accordance with the Limited Partnership Agreement, (y) any Deferred Cash Interests held by the Limited Partner shall be forfeited by the Limited Partner and cancelled, and (z) all allocations and distributions on such PSIs or in respect of such Deferred Cash Interests that would otherwise have been received by the Limited Partner on or after the date of such breach shall not thereafter be made; (D) on or after the date of such breach, no Transfer (including any exchange pursuant to the Exchange AgreementsAgreement) of the Initial Class D Common Unit or any Incentive New Class D Units (or any Class A Common Units into which such Incentive Units have converted) of the Limited Partner acquired in respect thereof), PSIs or his Related Trusts Deferred Cash Interests shall be permitted under any circumstances notwithstanding anything to the contrary in any other agreement; (6E) on or after the date of such breach, no sale, exchange, assignment, pledge, hypothecation, bequestbequeath, creation of an encumbrance, or any other transfer or disposition of any kind may be made of any of the Class A Shares acquired by the Limited Partner or his Related Trusts through (x) an exchange of any Incentive P Units pursuant to the Class P Exchange Agreement or (y) an exchange of any Class A Common Units into which acquired by the Limited Partner in respect of the Initial Class D Common Unit or any Incentive New Class D Units have converted pursuant to the Class A Exchange Agreement (any Class A Shares referenced in clause (x) or (y), collectively, "“Exchanged Class A Shares"”); and; (7F) on the Reallocation Date, the Limited Partner and his Related Trusts shall immediately: (A) pay to the Continuing Partners, in accordance with Section 2.13(g) of the Limited Partnership Agreement, a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner and his Related Trusts for any Exchanged Class A Shares that were transferred during the 24-month period prior to the date of such breach; and (ii) any distributions received by the Limited Partner or his Related Trusts during such 24-month period on Exchanged Class A Shares; (B) transfer any Exchanged Class A Shares held by the Limited Partner or his Related Trusts on and after the date of such breach to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement; and (C) pay to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner or his Related Trusts for any Exchanged Class A Shares that were transferred on or after the date of such breach; and (ii) all distributions received by the Limited Partner or his Related Trusts on or after the date of such breach on Exchanged Class A Shares.

Consequences of Breach. The Incentive Units All grants of Performance Cash Distributions, the Class X-0 Xxxxxx Xxxxx, XXXx and Deferred Cash Interests hereunder shall be conditionally granted subject to the Limited Partner's ’s compliance with the covenants set forth in Section 2.13(b2.13(b)(i) (as modified hereunder) and Section 2.13(b)(ii) of the Limited Partnership Agreement. Without limitation or contradiction of the foregoing, and in addition to the applicability of Section 2.13(g) of the Limited Partnership Agreement, the Limited Partner agrees that it would be impossible to compute the actual damages resulting from a breach of any such covenants, and that the amounts set forth in this Section 3(b)(ii6(b)(ii) are reasonable and do not operate as a penalty, but are a genuine pre-estimate of the anticipated loss that the Partnership and other members of the Och-Ziff Sculptor Group would suffer from the Limited Partner’s breach of any such covenants. In the event the Limited Partner breaches any such covenants, then the Limited Partner shall have failed to satisfy the condition subsequent to the grants of Incentive Units Performance Cash Distributions, the Class X-0 Xxxxxx Xxxx, XXXx and Deferred Cash Interests and the Limited Partner agrees that: (1A) on or after the date of such breach, any Incentive P Units shall be forfeited and cancelled; (2) on or after the date of such breach, any Incentive D Class E-5 Common Units (or any Class A Common Units into which such Incentive D Units have convertedacquired in respect thereof) shall thereafter be reallocated from received by the Limited Partner and his Related Trusts and shall be reallocated in accordance with the Limited Partnership Agreement; (3) on or after the date of such breach, all allocations and distributions on the such Common Units described in paragraph (2) above that would otherwise have been received by the Limited Partner or his Related Trusts on or after the date of such breach shall thereafter be reallocated from them the Limited Partner in accordance with Section 2.13(g) of the reallocations of such Common Units described aboveLimited Partnership Agreement; (4B) on or after the date of such breach, no allocations shall be made to the Limited Partner's ’s Capital Accounts and no distributions shall be made to the Limited Partner or his Related Trusts in respect of any Incentive the Class E-5 Common Units (or any Class A Common Units into which such Incentive Units have convertedacquired in respect thereof); (5C) on or after the date of such breach, any RSUs and Deferred Cash Interests held by the Limited Partner shall be forfeited by the Limited Partner and cancelled and all allocations and distributions in respect of such RSUs and Deferred Cash Interests that would otherwise have been received by the Limited Partner on or after the date of such breach shall not thereafter be made; (D) on or after the date of such breach, no Transfer (including any exchange pursuant to the Exchange AgreementsAgreement) of any Incentive the Class E-5 Common Units (or any Class A Common Units into which such Incentive Units have converted) acquired in respect thereof), RSUs or Deferred Cash Interests of the Limited Partner or his Related Trusts shall be permitted under any circumstances notwithstanding anything to the contrary in any other agreement; (6E) on or after the date of such breach, no sale, exchange, assignment, pledge, hypothecation, bequestbequeath, creation of an encumbrance, or any other transfer or disposition of any kind may be made of any of the Class A Shares acquired by the Limited Partner upon the settlement of any RSUs or his Related Trusts through (x) an exchange of any Incentive P Units pursuant to the Class P Exchange Agreement or (y) an exchange of any Class A Common Units into which any Incentive D Units have converted pursuant to acquired by the Limited Partner in respect of the Class A Exchange Agreement E-5 Common Units (any Class A Shares referenced in clause (x) or (y), collectively, "Exchanged “Received Class A Shares"”); and; (7F) on the Reallocation Date, the Limited Partner and his Related Trusts shall immediately: (A) pay to the Continuing Partners, in accordance with Section 2.13(g) of the Limited Partnership Agreement, a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner and his Related Trusts for any Exchanged Class A Shares that were transferred during the 24-month period prior to the date of such breach; and (ii) any distributions received by the Limited Partner or his Related Trusts during such 24-month period on Exchanged Class A Shares; (B) transfer any Exchanged Class A Shares held by the Limited Partner or his Related Trusts on and after the date of such breach to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement; and (C) pay to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner or his Related Trusts for any Exchanged Class A Shares that were transferred on or after the date of such breach; and (ii) all distributions received by the Limited Partner or his Related Trusts on or after the date of such breach on Exchanged Class A Shares.

Consequences of Breach. The Incentive All of the Limited Partner’s Common Units hereunder shall (including, without limitation, the Retained 2010 Units, the Retained 2013 Units and the Retained P Units) and any additional cash or equity awards to the Limited Partner and his Related Trusts (including, without limitation, the 2013 RSUs, the 0000 XXXx and Annual Bonuses, including the portions of each Annual Bonus paid in Current Cash (other than Quarterly Advances), Bonus Equity and Deferred Cash Interests) were or will be conditionally granted subject to the Limited Partner's ’s compliance with the covenants set forth in Section 2.13(b) of the Limited Partnership Agreement (as expressly modified by the provisions of this Agreement). Without In furtherance and without limitation or contradiction of the foregoing, and in addition to the applicability of Section 2.13(g) 2.13 of the Limited Partnership Agreement, including, without limitation, Sections 2.13(f), 2.13(g) and 2.13(i) and the rights and remedies thereof, including as to injunctive relief, the Limited Partner agrees and his Related Trusts agree that it would be impossible to compute the actual damages resulting from a breach of any such covenants, . The Limited Partner and his Related Trusts agree that the amounts set forth in this Section 3(b)(ii8(b) are reasonable and do not operate as a penalty, but are a genuine pre-estimate of the anticipated loss that the Partnership and other members of the Och-Ziff Group would suffer from breach of any such covenants. In the event the Limited Partner breaches any such covenantsof the covenants set forth in Section 2.13(b) of the Limited Partnership Agreement (as expressly modified by the provisions of this Agreement), then the Limited Partner shall have failed to satisfy the condition subsequent to the grants of Incentive Common Units (including, without limitation, the Retained 2010 Units, the Retained 2013 Units and the Retained P Units) and additional cash and equity awards (including, without limitation, the 2013 RSUs, the 0000 XXXx and Annual Bonuses, including the portions of each Annual Bonus paid in Current Cash (other than Quarterly Advances), Bonus Equity and Deferred Cash Interests) and the Limited Partner agrees and his Related Trusts agree that: (1i) on or after the date of such breach, any Incentive all outstanding Retained P Units Xxxxx, 0000 XXXx, 0000 XXXx, Bonus Equity and Deferred Cash Interests shall be forfeited and cancelled; (2ii) on or after the date of such breach, any Incentive D Units (or any Class A all other outstanding Common Units into which such Incentive D Units have converted) shall thereafter be reallocated from the Limited Partner and his Related Trusts and shall be reallocated in accordance with the Limited Partnership Agreement, subject to Section 5(d)(ii) above; (3iii) on or after the date of such breach, all allocations and distributions on the Common Units described in paragraph (2) above that would otherwise have been received by the Limited Partner or his Related Trusts on or after the date of such breach shall thereafter be reallocated from them in accordance with the reallocations of such the Common Units described in paragraph (ii) above; (4iv) on or after the date of such breach, no allocations shall be made to the Limited Partner's Capital Accounts of the Limited Partner and his Related Trusts and no distributions shall be made to the Limited Partner or his Related Trusts Trusts, in each case in respect of any Incentive Units (or any Class A Common Units into which such Incentive Units have converted)or Deferred Cash Interests; (5v) on or after the date of such breach, no Transfer (including any exchange pursuant to the Exchange Agreements) of any Incentive Units (or any Class A Common Units into which such Incentive Units have converted) or Deferred Cash Interests of the Limited Partner or his Related Trusts shall be permitted under any circumstances notwithstanding anything to the contrary in any other agreement; (6vi) on or after the date of such breach, no sale, exchange, assignment, pledge, hypothecation, bequest, creation of an encumbrance, or any other transfer or disposition of any kind may be made of any of the Class A Shares acquired by the Limited Partner or and his Related Trusts through (x) an exchange of any Incentive P Units pursuant shall transfer to the Class P Exchange Agreement or (y) an exchange of any Class A Common Units into which any Incentive D Units have converted pursuant to the Class A Exchange Agreement (Company any Class A Shares referenced in clause (x) or (y), collectively, "Exchanged Class A Shares"); andthat they hold; (7vii) on the Reallocation Date, the Limited Partner and his Related Trusts shall immediately: (A1) pay to the Continuing Partners, in accordance with Section 2.13(gOZ Management LP (or as it directs) of the Limited Partnership Agreement, a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner and his Related Trusts for any Exchanged Class A Shares that were transferred during the 24-month period prior to the date of such breach; and (ii) any distributions received by the Limited Partner or his Related Trusts during such 24-month period on Exchanged any Class A Shares; (B) transfer any Exchanged Class A Shares held by the Limited Partner or his Related Trusts on and after the date of such breach to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement; and (C2) pay to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement Company a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner or his Related Trusts for any Exchanged Class A Shares that were transferred on or after the date of such breach; and (ii) all distributions on any Class A Shares received by the Limited Partner or his Related Trusts on or after the date of such breach breach; (viii) on Exchanged the Reallocation Date, the Limited Partner shall immediately pay to OZ Management LP (or as it directs) a lump-sum cash amount equal to the total after-tax amount received by the Limited Partner in respect of an Annual Bonus in either Current Cash (other than any Quarterly Advances) or as cash distributions in respect of Deferred Cash Interests during the 24-month period prior to the date of such breach; and (ix) on the Reallocation Date, the Limited Partner shall immediately pay to OZ Management LP (or as it directs) a lump-sum cash amount equal to the amounts received by the Limited Partner in respect of any Severance Payments prior to the date of such breach. Notwithstanding anything else herein, any RSUs granted to the Limited Partner as compensation relating to any period prior to Fiscal Year 2013 or Class A SharesShares received in respect of such RSUs shall not be subject to this Section 8(b).

Consequences of Breach. The Incentive Units hereunder (a) In the event that a Party sells, transfers or otherwise disposes of or causes to be sold, transferred or otherwise disposed of, or creates or permits to be created any pledge, mortgage or other encumbrances over (in each case whether voluntarily or involuntarily, except for any involuntary encumbrance which is removed within thirty (30) days from the date of its creation), any of its Shares in breach of its obligations under this Article 11, such Party shall be conditionally granted subject pay the other Party upon demand liquidated damages in an amount equal to the Limited Partner's compliance with the covenants set forth in Section 2.13(bone hundred percent (100%) of the Limited Partnership Agreement. Without limitation or contradiction greater of the foregoing, and in addition to the applicability of Section 2.13(g) of the Limited Partnership Agreement, the Limited Partner agrees that it would be impossible to compute the actual damages resulting from a breach of any such covenants, and that the amounts set forth in this Section 3(b)(ii) are reasonable and do not operate as a penalty, but are a genuine pre-estimate of the anticipated loss that the Partnership and other members of the Och-Ziff Group would suffer from breach of any such covenants. In the event the Limited Partner breaches any such covenants, then the Limited Partner shall have failed to satisfy the condition subsequent to the grants of Incentive Units and the Limited Partner agrees that: (1) on or after the date of such breach, any Incentive P Units shall be forfeited and cancelled; (2) on or after the date of such breach, any Incentive D Units (or any Class A Common Units into which such Incentive D Units have converted) shall thereafter be reallocated from the Limited Partner and his Related Trusts and shall be reallocated in accordance with the Limited Partnership Agreement; (3) on or after the date of such breach, all allocations and distributions on the Common Units described in paragraph (2) above that would otherwise have been received by the Limited Partner or his Related Trusts on or after the date of such breach shall thereafter be reallocated from them in accordance with the reallocations of such Common Units described above; (4) on or after the date of such breach, no allocations shall be made to the Limited Partner's Capital Accounts and no distributions shall be made to the Limited Partner or his Related Trusts in respect of any Incentive Units (or any Class A Common Units into which such Incentive Units have converted); (5) on or after the date of such breach, no Transfer (including any exchange pursuant to the Exchange Agreements) of any Incentive Units (or any Class A Common Units into which such Incentive Units have converted) of the Limited Partner or his Related Trusts shall be permitted under any circumstances notwithstanding anything to the contrary in any other agreement; (6) on or after the date of such breach, no sale, exchange, assignment, pledge, hypothecation, bequest, creation of an encumbrance, or any other transfer or disposition of any kind may be made of any of the Class A Shares acquired by the Limited Partner or his Related Trusts through (x) an exchange of any Incentive P Units pursuant to the Class P Exchange Agreement or (y) an exchange of any Class A Common Units into which any Incentive D Units have converted pursuant to the Class A Exchange Agreement (any Class A Shares referenced in clause (x) or (y), collectively, "Exchanged Class A Shares"); and (7) on the Reallocation Date, the Limited Partner and his Related Trusts shall immediately: (A) pay to the Continuing Partners, in accordance with Section 2.13(g) of the Limited Partnership Agreement, a lump-sum cash amount equal to the sum of: (i) the total after-tax Fair Market Value of such Shares so sold, transferred, disposed of, pledged, mortgaged or encumbered and (ii) the gross amount of proceeds received by the Limited Partner breaching Party for such Shares in such sale, transfer or disposition or in connection with the transaction secured by such pledge, mortgage or encumbrance; provided, however, that the non-breaching Party may at its discretion elect (but in no event be obligated) to dispense with the procedures for determining the Fair Market Value and his Related Trusts to demand the breaching Party to pay the above gross amount of proceeds as liquidated damages; provided further that if the non-breaching Party elects to have the Fair Market Value determined, the breaching Party shall render such cooperation as may be necessary for the appraiser appointed by the non-breaching Party to determine the Fair Market Value and shall bear all costs and expenses associated with the determination of such Fair Market Value. The Parties agree that such computation of damages is fair and reasonable. (b) Nothing in this Section 11.6 shall prevent a Party from enforcing other rights or pursuing other remedies under applicable law; provided, however, that the liquidated damages payable by the breaching Party under Section 11.6(a) shall represent, and shall be in lieu of, any and all monetary damages or losses that the non-breaching may suffer as a result of the breach of this Article 11 by the breaching Party and that the non-breaching Party may not claim, or seek to recover, any additional monetary damages or losses from the breaching Party by reason of or in relation to such breach. (c) The Parties acknowledge and agree (i) that monetary damages for any Exchanged Class A Shares that were transferred during the 24-month period prior to the date breach of such breach; and this Article 11 by a Party will be inadequate, (ii) that any distributions received by the Limited Partner or his Related Trusts during such 24-month period on Exchanged Class A Shares; (B) transfer any Exchanged Class A Shares held by the Limited Partner or his Related Trusts on and after the date of such breach would cause irreparable harm to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement; and (C) pay to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner or his Related Trusts for any Exchanged Class A Shares that were transferred on or after the date of such breach; other Party, and (iiiii) all distributions received by the Limited Partner that a Party seeking enforcement of this Article 11 shall be entitled to temporary or his Related Trusts on or after the date of permanent injunctive relief with respect to any such breach on Exchanged Class A Shareswithout the necessity of proving actual damages.

Consequences of Breach. The Incentive All grants of the Initial Class D Common Unit, Guaranteed Bonus Cash Distributions and Bonus Class D Common Units hereunder shall be conditionally granted subject to the Limited Partner's compliance with the covenants set forth in Section 2.13(b2.13(b)(i) (as modified hereunder) and Section 2.13(b)(ii) of the Limited Partnership Agreement. Without limitation or contradiction of the foregoing, and in addition to the applicability of Section 2.13(g) of the Limited Partnership AgreementAgreement as described in Sections 5(a)(i) and (ii) above, the Limited Partner agrees that it would be impossible to compute the actual damages resulting from a breach of any such covenants, and that the amounts set forth in this Section 3(b)(ii5(b)(ii) are reasonable and do not operate as a penalty, but are a genuine pre-estimate of the anticipated loss that the Partnership and other members of the Och-Ziff Group would suffer from the Limited Partner's breach of any such covenants. In the event the Limited Partner breaches any such covenants, then the Limited Partner shall have failed to satisfy the condition subsequent to the grants of Incentive the Initial Class D Common Unit, the Guaranteed Bonus Cash Distributions and Bonus Class D Common Units and the Limited Partner agrees that: (1A) on or after the date of such breach, the Initial Class D Common Unit and any Incentive P Units shall be forfeited and cancelled; (2) on or after the date of such breach, any Incentive Bonus Class D Common Units (or any Class A Common Units into which such Incentive D Units have convertedacquired in respect thereof) shall thereafter be reallocated from received by the Limited Partner and his Related Trusts and shall be reallocated in accordance with the Limited Partnership Agreement; (3) on or after the date of such breach, all allocations and distributions on the such Common Units described in paragraph (2) above that would otherwise have been received by the Limited Partner or his Related Trusts on or after the date of such breach shall thereafter be reallocated from them the Limited Partner in accordance with Section 2.13(g) of the reallocations of Limited Partnership Agreement, provided that any such Class D Common Units described aboveshall be treated as Class A Common Units thereunder; (4B) on or after the date of such breach, no allocations shall be made to the Limited Partner's Capital Accounts and no distributions shall be made to the Limited Partner or his Related Trusts in respect of the Initial Class D Common Unit or any Incentive Bonus Class D Common Units (or any Class A Common Units into which such Incentive Units have convertedacquired in respect thereof); (5C) on or after the date of such breach, no Transfer (including any exchange pursuant to the Exchange AgreementsAgreement) of the Initial Class D Common Unit or any Incentive Bonus Class D Common Units (or any Class A Common Units into which such Incentive Units have convertedacquired in respect thereof) of the Limited Partner or his Related Trusts shall be permitted under any circumstances notwithstanding anything to the contrary in any other agreement; (6D) on or after the date of such breach, no sale, exchange, assignment, pledge, hypothecation, bequestbequeath, creation of an encumbrance, or any other transfer or disposition of any kind may be made of any of the Class A Shares acquired by the Limited Partner or his Related Trusts through (x) an exchange of any Incentive P Units pursuant to the Class P Exchange Agreement or (y) an exchange of any Class A Common Units into which acquired by the Limited Partner in respect of the Initial Class D Common Unit or any Incentive Bonus Class D Common Units have converted pursuant to the Class A Exchange Agreement (any Class A Shares referenced in clause (x) or (y), collectively, "Exchanged Class A Shares"); and; (7E) on the Reallocation Date, the Limited Partner and his Related Trusts shall immediately: (A) pay to the Continuing Partners, in accordance with Section 2.13(g) of the Limited Partnership Agreement, a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner and his Related Trusts for any Exchanged Class A Shares that were transferred during the 24-month period prior to the date of such breach; and (ii) any distributions received by the Limited Partner or his Related Trusts during such 24-month period on Exchanged Class A Shares; (B) transfer any Exchanged Class A Shares held by the Limited Partner or his Related Trusts on and after the date of such breach to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement; and (C) pay to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner or his Related Trusts for any Exchanged Class A Shares that were transferred on or after the date of such breach; and (ii) all distributions received by the Limited Partner or his Related Trusts on or after the date of such breach on Exchanged Class A Shares.

Consequences of Breach. The Incentive grants of Retention Units hereunder shall be conditionally granted subject to the Limited Partner's compliance with the covenants set forth in Section 2.13(b) of the Limited Partnership Agreement. Without limitation or contradiction of the foregoing, and in addition to the applicability of Section 2.13(g) of the Limited Partnership AgreementAgreement as described in Section 3(a) above, the Limited Partner agrees that it would be impossible to compute the actual damages resulting from a breach of any such covenants, and that the amounts set forth in this Section 3(b)(ii) are reasonable and do not operate as a penalty, but are a genuine pre-estimate of the anticipated loss that the Partnership and other members of the Och-Ziff Group would suffer from breach of any such covenants. In the event the Limited Partner breaches any such covenants, then the Limited Partner shall have failed to satisfy the condition subsequent to the grants of Incentive Retention Units and the Limited Partner agrees that: (1A) on or after the date of such breach, any Incentive P Units shall be forfeited and cancelled; (2) on or after the date of such breach, any Incentive D Retention Units (or any Class A Common Units into which such Incentive D Units have convertedacquired in respect thereof) shall thereafter be reallocated from received by the Limited Partner and his Related Trusts and shall be reallocated in accordance with the Limited Partnership Agreement; (3) on or after the date of such breach, all allocations and distributions on the such Common Units described in paragraph (2) above that would otherwise have been received by the Limited Partner or his Related Trusts on or after the date of such breach shall thereafter be reallocated from them the Limited Partner in accordance with Section 2.13(g) of the reallocations of Limited Partnership Agreement, provided that any such Class D Common Units described aboveshall be treated as Class A Common Units thereunder; (4B) on or after the date of such breach, no allocations shall be made to the Limited Partner's Capital Accounts and no distributions shall be made to the Limited Partner or his Related Trusts in respect of any Incentive Retention Units (or any Class A Common Units into which such Incentive Units have convertedacquired in respect thereof); (5C) on or after the date of such breach, no Transfer (including any exchange pursuant to the Exchange AgreementsAgreement) of any Incentive Retention Units (or any Class A Common Units into which such Incentive Units have convertedacquired in respect thereof) of the Limited Partner or his Related Trusts shall be permitted under any circumstances notwithstanding anything to the contrary in any other agreement;; 2 (6D) on or after the date of such breach, no sale, exchange, assignment, pledge, hypothecation, bequestbequeath, creation of an encumbrance, or any other transfer or disposition of any kind may be made of any of the Class A Shares acquired by the Limited Partner or his Related Trusts through (x) an exchange of any Incentive P Units pursuant to the Class P Exchange Agreement or (y) an exchange of any Class A Common Units into which acquired by the Limited Partner in respect of any Incentive D Retention Units have converted pursuant to the Class A Exchange Agreement (any Class A Shares referenced in clause (x) or (y), collectively, "“Exchanged Class A Shares"”); and (7E) on the Reallocation Date, the Limited Partner and his Related Trusts shall immediately: (A) pay to the Continuing Partners, in accordance with Section 2.13(g) of the Limited Partnership Agreement, a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner and his Related Trusts for any Exchanged Class A Shares that were transferred during the 24-month period prior to the date of such breach; and (ii) any distributions received by the Limited Partner or his Related Trusts during such 24-month period on Exchanged Class A Shares; (B) transfer any Exchanged Class A Shares held by the Limited Partner or his Related Trusts on and after the date of such breach to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement; and (C) pay to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner or his Related Trusts for any Exchanged Class A Shares that were transferred on or after the date of such breach; and (ii) all distributions received by the Limited Partner or his Related Trusts on or after the date of such breach on Exchanged Class A Shares.

Consequences of Breach. The Incentive All grants of the Initial Class D Common Unit, Guaranteed Bonus Cash Distributions and Bonus Class D Common Units hereunder shall be conditionally granted subject to the Limited Partner's compliance with the covenants set forth in Section 2.13(b2.13(b)(i) (as modified hereunder) and Section 2.13(b)(ii) of the Limited Partnership Agreement. Without limitation or contradiction of the foregoing, and in addition to the applicability of Section 2.13(g) of the Limited Partnership AgreementAgreement as described in Sections 5(a)(i) and (ii) above, the Limited Partner agrees that it would be impossible to compute the actual damages resulting from a breach of any such covenants, and that the amounts set forth in this Section 3(b)(ii5(b)(ii) are reasonable and do not operate as a penalty, but are a genuine pre-estimate of the anticipated loss that the Partnership and other members of the Och-Ziff Group would suffer from the Limited Partner's breach of any such covenants. In the event the Limited Partner breaches any such covenants, then the Limited Partner shall have failed to satisfy the condition subsequent to the grants of Incentive the Initial Class D Common Unit, the Guaranteed Bonus Cash Distributions and Bonus Class D Common Units and the Limited Partner agrees that: (1A) on or after the date of such breach, the Initial Class D Common Unit and any Incentive P Units shall be forfeited and cancelled; (2) on or after the date of such breach, any Incentive Bonus Class D Common Units (or any Class A Common Units into which such Incentive D Units have convertedacquired in respect thereof) shall thereafter be reallocated from received by the Limited Partner and his Related Trusts and shall be reallocated in accordance with the Limited Partnership Agreement; (3) on or after the date of such breach, all allocations and distributions on the such Common Units described in paragraph (2) above that would otherwise have been received by the Limited Partner or his Related Trusts on or after the date of such breach shall thereafter be reallocated from them the Limited Partner in accordance with Section 2.13(g) of the reallocations of Limited Partnership Agreement, provided that any such Class D Common Units described aboveshall be treated as Class A Common Units thereunder; (4B) on or after the date of such breach, no allocations shall be made to the Limited Partner's Capital Accounts and no distributions shall be made to the Limited Partner or his Related Trusts in respect of the Initial Class D Common Unit or any Incentive Bonus Class D Common Units (or any Class A Common Units into which such Incentive Units have convertedacquired in respect thereof); (5C) on or after the date of such breach, no Transfer (including any exchange pursuant to the Exchange AgreementsAgreement) of the Initial Class D Common Unit or any Incentive Bonus Class D Common Units (or any Class A Common Units into which such Incentive Units have convertedacquired in respect thereof) of the Limited Partner or his Related Trusts shall be permitted under any circumstances notwithstanding anything to the contrary in any other agreement; (6D) on or after the date of such breach, no sale, exchange, assignment, pledge, hypothecation, bequestbequeath, creation of an encumbrance, or any other transfer or disposition of any kind may be made of any of the Class A Shares acquired by the Limited Partner or his Related Trusts through (x) an exchange of any Incentive P Units pursuant to the Class P Exchange Agreement or (y) an exchange of any Class A Common Units into which acquired by the Limited Partner in respect of the Initial Class D Common Unit or any Incentive Bonus Class D Common Units have converted pursuant to the Class A Exchange Agreement (any Class A Shares referenced in clause (x) or (y), collectively, "Exchanged Class A Shares"); and; (7E) on the Reallocation Date, the Limited Partner and his Related Trusts shall immediately: (Ax) pay to the Continuing Partners, in accordance with Section 2.13(g) of the Limited Partnership Agreement, a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner and his Related Trusts for any Exchanged Class A Shares that were transferred during the 24-month period prior to the date of such breach; and (ii) any distributions received by the Limited Partner or his Related Trusts during such 24-month period on Exchanged Class A Shares; (By) transfer any Exchanged Class A Shares held by the Limited Partner or his Related Trusts on and after the date of such breach to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement; and; (Cz) pay to the Continuing Partners in accordance with Section 2.13(g) of the Limited Partnership Agreement a lump-sum cash amount equal to the sum of: (i) the total after-tax proceeds received by the Limited Partner or his Related Trusts for any Exchanged Class A Shares that were transferred on or after the date of such breach; and (ii) all distributions received by the Limited Partner or his Related Trusts on or after the date of such breach on Exchanged Class A Shares.; and