may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the parties. There are no
unwritten oral agreements between the parties. This Agreement may be executed in
one or more counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such
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counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. Delivery of an executed counterpart of a signature page of
this Agreement by facsimile or in electronic format (i.e., "pdf" or "tif") shall
be effective as delivery of a manually executed counterpart of this Agreement.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL
CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER
SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE
APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC
RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE
SECURITY INTEREST).
THE PROVISIONS OF THE CREDIT AGREEMENT UNDER THE HEADINGS "CONSENT TO
JURISDICTION" AND "WAIVER OF JURY TRIAL" ARE INCORPORATED HEREIN BY THIS
REFERENCE AND SUCH INCORPORATION SHALL SURVIVE ANY TERMINATION OF THE CREDIT
AGREEMENT.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each Grantor and Administrative Agent have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
OZ MANAGEMENT LP, as Grantor
By:
Och-Ziff Holding Corporation, its general partner By:
Name:
Title:
OZ ADVISORS LP, as Grantor
By:
Och-Ziff Holding Corporation, its general partner By:
Name:
Title:
OZ ADVISORS II LP, as Grantor
By:
Och-Ziff Holding LLC, its general partner By:
Name:
Title:
JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:
Name:
Title:
Schedule 2.2(A)
SCHEDULE 1.1(B) TO PLEDGE AND SECURITY AGREEMENT
INVESTMENT MANAGEMENT AGREEMENTS
Schedule 2.2(A)
SCHEDULE 1.1(C) TO PLEDGE AND SECURITY AGREEMENT
LPAs
Schedule 2.2(A)
SCHEDULE 2.2(A) TO PLEDGE AND SECURITY AGREEMENT
OZ FUNDS
Schedule 2.2(A)
EXHIBIT A
TO PLEDGE AND SECURITY AGREEMENT
PLEDGE SUPPLEMENT
This PLEDGE SUPPLEMENT, dated [mm/dd/yy], is delivered by [NAME OF GRANTOR], a
[
] (the "Grantor"), pursuant to the Pledge and Security
Agreement, dated as of [
], 20[
] (as it may be from time to time
amended, restated, modified or supplemented, the "Security Agreement"), among OZ
Management LP, a Delaware limited partnership ("Borrower"), OZ Advisors LP, a
Delaware limited partnership ("Advisors"), OZ Advisors II LP, a Delaware limited
partnership ("Advisors II"), the other Grantors party thereto, and JPMorgan
Chase Bank, N.A., as Administrative Agent. Capitalized terms used herein not
otherwise defined herein shall