Common use of Allocations of GP-Related Net Income (Loss) Clause in Contracts

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GP): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, and allocated to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BPPG or BPPI, as applicable, with respect to the GP-Related BPPG/BPPI Interest) shall be allocated to the Partners in accordance with each Partner’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, and allocated to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner’s (including a Withdrawn Partner’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). (d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicable, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, Members; second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BGCS and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company to BPPG or BPPI, as applicable, BGCS with respect to the GP-Related BPPG/BPPI BGCS Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BGCS and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BGCS and allocated to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Members shall remain Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBGCS, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner Managing Member may authorize from time to time advances to Partners Members (including any additional Partner Member admitted to the Partnership Company pursuant to Section 6.1 but excluding any Partners who Members that are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section Sections 5.4(d) and 5.4(e), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, Members; second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, the Funds and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company to BPPG or BPPI, as applicable, the Funds with respect to the Company’s GP-Related BPPG/BPPI Fund Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, the Funds and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, the Funds and allocated indirectly to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b).Section (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicablethe Funds, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period, except as provided in Section 5.4(e). (e) The General Partner Managing Member may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) Members against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GP): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, XXXX and allocated to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BPPG or BPPI, as applicable, XXXX with respect to the GP-Related BPPG/BPPI XXXX Interest) shall be allocated to the Partners in accordance with each Partner’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, XXXX and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, XXXX and allocated to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner’s (including a Withdrawn Partner’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). (d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableXXXX, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, Members; second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, GTOP and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company to BPPG or BPPI, as applicable, GTOP with respect to the GP-Related BPPG/BPPI GTOP Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, GTOP and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, GTOP and allocated to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Members shall remain Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableGTOP, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner Managing Member may authorize from time to time advances to Partners Members (including any additional Partner Member admitted to the Partnership Company pursuant to Section 6.1 but excluding any Partners who Members that are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPGeneral Partner): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BREP VII and allocated to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BPPG or BPPI, as applicable, BREP VII with respect to the GP-Related BPPG/BPPI BREP VII Interest) shall be allocated to the Partners in accordance with each Partner’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BREP VII and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BREP VII and allocated to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner’s (including a Withdrawn Partner’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBREP VII, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section Sections 5.4(d) and 5.4(e), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, Members; second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, the Funds and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company to BPPG or BPPI, as applicable, the Funds with respect to the Company’s GP-Related BPPG/BPPI Fund Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, the Funds and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, the Funds and allocated indirectly to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Members shall remain Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicablethe Funds, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period, except as provided in Section 5.4(e). (e) The General Partner Managing Member may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) Members against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the PartnersMembers, second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BCP VII and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company indirectly to BPPG or BPPI, as applicable, BCP VII with respect to the GP-Related BPPG/BPPI BMA VII Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BCP VII and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BCP VII and allocated indirectly to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners Members shall remain Partners Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBCP VII, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner Managing Member may authorize from time to time advances to Partners Members (including any additional Partner Member admitted to the Partnership Company pursuant to Section 6.1 but excluding any Partners Members who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner Managing Member may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner Managing Member deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, Members; second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BTO and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company to BPPG or BPPI, as applicable, BTO with respect to the GP-Related BPPG/BPPI BTO Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BTO and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BTO and allocated to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Members shall remain Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBTO, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner Managing Member may authorize from time to time advances to Partners Members (including any additional Partner Member admitted to the Partnership Company pursuant to Section 6.1 but excluding any Partners Members who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPGeneral Partner): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BREP VIII and allocated to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BPPG or BPPI, as applicable, BREP VIII with respect to the GP-Related BPPG/BPPI BREP VIII Interest) shall be allocated to the Partners in accordance with each Partner’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BREP VIII and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BREP VIII and allocated to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner’s (including a Withdrawn Partner’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). (d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBREP VIII, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, Members; second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, GSJP and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company to BPPG or BPPI, as applicable, GSJP with respect to the GP-Related BPPG/BPPI GSJP Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, GSJP and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, GSJP and allocated to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Members shall remain Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableGSJP, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner Managing Member may authorize from time to time advances to Partners Members (including any additional Partner Member admitted to the Partnership Company pursuant to Section 6.1 but excluding any Partners who Members that are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPGeneral Partner): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, Xxxxx and allocated to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BPPG or BPPI, as applicable, Xxxxx with respect to the GP-Related BPPG/BPPI Xxxxx Interest) shall be allocated to the Partners in accordance with each Partner’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, Xxxxx and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, Xxxxx and allocated to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner’s (including a Withdrawn Partner’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). (d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableXxxxx, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the PartnersMembers, second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BCEP and allocated (indirectly) to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company indirectly to BPPG or BPPI, as applicable, BCEP with respect to the GP-Related BPPG/BPPI BCEMA Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BCEP and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BCEP and allocated (indirectly) to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners Members shall remain Partners Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBCEP, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner Managing Member may authorize from time to time advances to Partners Members (including any additional Partner Member admitted to the Partnership Company pursuant to Section 6.1 but excluding any Partners Members who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner Managing Member may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner Managing Member deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, Members; second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, GEP and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company to BPPG or BPPI, as applicable, GEP with respect to the GP-Related BPPG/BPPI GEP Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, GEP and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, GEP and allocated to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Members shall remain Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableGEP, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner Managing Member may authorize from time to time advances to Partners Members (including any additional Partner Member admitted to the Partnership Company pursuant to Section 6.1 but excluding any Partners Members who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GP): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BREP Europe IV and allocated (indirectly) to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BPPG or BPPI, as applicable, BREP Europe IV with respect to the GP-Related BPPG/BPPI Interest) BREP Europe IV Interest shall be allocated to the Partners in accordance with each Partner’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BREP Europe IV and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BREP Europe IV and allocated (indirectly) to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner’s (including a Withdrawn Partner’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBREP Europe IV, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPGeneral Partner): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, ; second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BREP Asia III and allocated to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BPPG or BPPI, as applicable, BREP Asia III with respect to the GP-Related BPPG/BPPI BREP Asia III Interest) shall be allocated to the Partners in accordance with each Partner’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BREP Asia III and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BREP Asia III and allocated to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner’s (including a Withdrawn Partner’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBREP Asia III, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group L.P. Inc. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPGeneral Partner): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, OMP and allocated to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BPPG or BPPI, as applicable, OMP with respect to the GP-Related BPPG/BPPI OMP Interest) shall be allocated to the Partners in accordance with each Partner’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, OMP and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, OMP and allocated to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner’s (including a Withdrawn Partner’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). (d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableOMP, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GP): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, Alban Gate and allocated to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BPPG or BPPI, as applicable, Alban Gate with respect to the GP-Related BPPG/BPPI Alban Gate Interest) shall be allocated to the Partners in accordance with each Partner’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, Alban Gate and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, Alban Gate and allocated to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner’s (including a Withdrawn Partner’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). (d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableAlban Gate, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GP): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, ; second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, GCOF II and allocated to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BPPG or BPPI, as applicable, GCOF II with respect to the GP-Related BPPG/BPPI GCOF II Interest) shall be allocated to the Partners in accordance with each Partner’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, GCOF II and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, GCOF II and allocated to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner’s (including a Withdrawn Limited Partner’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Limited Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableGCOF II, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner Delaware GP may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who that are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section Sections 5.4(d) and 5.4(e), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, Members; second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BREP VI and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company indirectly to BPPG or BPPI, as applicable, BREP VI with respect to the Company’s GP-Related BPPG/BPPI BREMA VI Partner Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage (subject to adjustment pursuant to Section 5.8(e)) with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BREP VI and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BREP VI and allocated indirectly to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Members shall remain Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBREP VI, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period, except as provided in Section 5.4(e). (e) The General Partner Managing Member may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) Members against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPGeneral Partner): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-GP- Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, SP VII and allocated to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BPPG or BPPI, as applicable, SP VII with respect to the GP-Related BPPG/BPPI SP VII Interest) shall be allocated to the Partners in accordance with each Partner’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, SP VII and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, SP VII and allocated to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner’s (including a Withdrawn Partner’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableSP VII, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section Sections 5.4(d) and 5.4(e), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, Members; second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BCP VI and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company indirectly to BPPG or BPPI, as applicable, BCP VI with respect to the Company’s GP-Related BPPG/BPPI BMA VI Member Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BCP VI and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BCP VI and allocated indirectly to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Members shall remain Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBCP VI, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period, except as provided in Section 5.4(e). (e) The General Partner Managing Member may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) Members against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, Members; second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BEP and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company to BPPG or BPPI, as applicable, BEP with respect to the GP-Related BPPG/BPPI BEP Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BEP and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BEP and allocated to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Members shall remain Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBEP, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner Managing Member may authorize from time to time advances to Partners Members (including any additional Partner Member admitted to the Partnership Company pursuant to Section 6.1 but excluding any Partners Members who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, Members; second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BCVP and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company to BPPG or BPPI, as applicable, BCVP with respect to the GP-Related BPPG/BPPI BCVP Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BCVP and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BCVP and allocated to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Members shall remain Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBCVP, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner Managing Member may authorize from time to time advances to Partners Members (including any additional Partner Member admitted to the Partnership Company pursuant to Section 6.1 but excluding any Partners who Members that are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against thereof)against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPGeneral Partner): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, ; second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BREP Europe VII and allocated to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BPPG or BPPI, as applicable, BREP Europe VII with respect to the GP-Related BPPG/BPPI BREP Europe VII Interest) shall be allocated to the Partners in accordance with each Partner’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BREP Europe VII and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BREP Europe VII and allocated to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner’s (including a Withdrawn Partner’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBREP Europe VII, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group L.P. Inc. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GP): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, MB Asia and allocated (indirectly) to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BPPG or BPPI, as applicable, with respect to the GP-Related BPPG/BPPI InterestCapital Contributions made (indirectly) to MB Asia) shall be allocated to the Partners in accordance with each Partner’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, MB Asia and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, MB Asia and allocated (indirectly) to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner’s (including a Withdrawn Partner’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableMB Asia, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who that are also executive officers of The Blackstone Group L.P. or any Affiliate thereofBlackstone) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the PartnersMembers, second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BEP II and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company indirectly to BPPG or BPPI, as applicable, BEP II with respect to the GP-Related BPPG/BPPI BEMA II Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BEP II and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BEP II and allocated indirectly to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners Members shall remain Partners Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBEP II, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner Managing Member may authorize from time to time advances to Partners Members (including any additional Partner Member admitted to the Partnership Company pursuant to Section 6.1 but excluding any Partners Members who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner Managing Member may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner Managing Member deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section Sections 5.4(d) and 5.4(e), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, Members; second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BCP V and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company indirectly to BPPG or BPPI, as applicable, BCP V with respect to the Company’s GP-Related BPPG/BPPI BMA V Member Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage (subject to adjustment pursuant to Section 5.8(e)) with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BCP V and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BCP V and allocated indirectly to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Members shall remain Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBCP V, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period, except as provided in Section 5.4(e). (e) The General Partner Managing Member may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) Members against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section Sections 5.4(d) and 5.4(e), GP-Related Net Income of the Partnership for each GP-Related BREP Europe III Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related BREP Europe III Investment of all the Partners participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GP): BREP Europe III Investment: first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BREP Europe III and allocated (indirectly) to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BPPG or BPPI, as applicable, with respect to the GP-Related BPPG/BPPI InterestCapital Contributions made (indirectly) to BREP Europe III) shall be allocated to the Partners in accordance with each Partner’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BREP Europe III and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BREP Europe III and allocated (indirectly) to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner’s (including a Withdrawn Partner’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest.; (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBREP Europe III, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period, except as provided in Section 5.4(e). (e) The General Partner may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section Sections 5.4(d) and 5.4(e), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, Members; second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BCLP and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company indirectly to BPPG or BPPI, as applicable, BCLP with respect to the Company’s GP-Related BPPG/BPPI BCLA Member Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage (subject to adjustment pursuant to Section 5.8(e)) with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BCLP and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BCLP and allocated indirectly to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Members shall remain Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBCLP, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period, except as provided in Section 5.4(e). (e) The General Partner Managing Member may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) Members against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, Members; second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, GPO and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company to BPPG or BPPI, as applicable, GPO with respect to the GP-Related BPPG/BPPI GPO Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, GPO and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, GPO and allocated to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Members shall remain Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableGPO, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner Managing Member may authorize from time to time advances to Partners Members (including any additional Partner Member admitted to the Partnership Company pursuant to Section 6.1 but excluding any Partners Members who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner Managing Member may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner Managing Member deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section Sections 5.4(d), GP-Related Net Income of the Partnership for each GP-Related BSSF Europe Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related BSSF Europe Investment of all the Partners participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GP): BSSF Europe Investment: first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BSSF Europe and allocated (indirectly) to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BPPG or BPPI, as applicable, with respect to the GP-Related BPPG/BPPI InterestCapital Contributions made (indirectly) to BSSF Europe) shall be allocated to the Partners in accordance with each Partner’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BSSF Europe and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BSSF Europe and allocated (indirectly) to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner’s (including a Withdrawn Partner’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest.; (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBSSF Europe, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who that are also executive officers of The Blackstone Group L.P. or any Affiliate thereofBlackstone) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, Members; second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, GNMERB and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company to BPPG or BPPI, as applicable, GNMERB with respect to the GP-Related BPPG/BPPI GNMERB Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, GNMERB and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, GNMERB and allocated to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Members shall remain Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableGNMERB, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner Managing Member may authorize from time to time advances to Partners Members (including any additional Partner Member admitted to the Partnership Company pursuant to Section 6.1 but excluding any Partners Members who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, Members; second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BSSF II and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company to BPPG or BPPI, as applicable, BSSF II with respect to the GP-Related BPPG/BPPI BSSF II Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BSSF II and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BSSF II and allocated to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Members shall remain Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBSSF II, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner Managing Member may authorize from time to time advances to Partners Members (including any additional Partner Member admitted to the Partnership Company pursuant to Section 6.1 but excluding any Partners who Members that are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GP): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BREP Asia and allocated (indirectly) to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BPPG or BPPI, as applicable, BREP Asia with respect to the GP-Related BPPG/BPPI Interest) BREP Asia Interest shall be allocated to the Partners in accordance with each Partner’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BREP Asia and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BREP Asia and allocated (indirectly) to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner’s (including a Withdrawn Partner’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBREP Asia, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, Members; second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GPi)GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BCRED and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company to BPPG or BPPI, as applicable, BCRED with respect to the GP-Related BPPG/BPPI BCRED Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BCRED and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BCRED and allocated to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Members shall remain Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBCRED, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner Managing Member may authorize from time to time advances to Partners Members (including any additional Partner Member admitted to the Partnership Company pursuant to Section 6.1 but excluding any Partners Members who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner Managing Member may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner Managing Member deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPGeneral Partner): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, Liberty Place and allocated to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BPPG or BPPI, as applicable, Liberty Place with respect to the GP-Related BPPG/BPPI Liberty Place Interest) shall be allocated to the Partners in accordance with each Partner’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, Liberty Place and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, Liberty Place and allocated to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner’s (including a Withdrawn Partner’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). (d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableLiberty Place, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GP): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, second, to Partners that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners in such earlier years; and third, to the Partners in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, 000 Xxx Xxxxx Xxxxxx and allocated to the Partnership with respect to its pro rata share thereof (based on capital contributions made by the Partnership to BPPG or BPPI, as applicable, 000 Xxx Xxxxx Xxxxxx with respect to the GP-Related BPPG/BPPI 000 Xxx Xxxxx Xxxxxx Interest) shall be allocated to the Partners in accordance with each Partner’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, 000 Xxx Xxxxx Xxxxxx and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, 000 Xxx Xxxxx Xxxxxx and allocated to the Partnership with respect to the Carried Interest shall be allocated in accordance with a Partner’s (including a Withdrawn Partner’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). (d) To the extent the Partnership has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicable000 Xxx Xxxxx Xxxxxx, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner may authorize from time to time advances to Partners (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, Members; second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BTO II and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company to BPPG or BPPI, as applicable, BTO II with respect to the GP-Related BPPG/BPPI BTO II Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, BTO II and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, BTO II and allocated to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Members shall remain Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableBTO II, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner Managing Member may authorize from time to time advances to Partners Members (including any additional Partner Member admitted to the Partnership Company pursuant to Section 6.1 but excluding any Partners Members who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner Managing Member may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner Managing Member deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, Members; second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, GFC and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company to BPPG or BPPI, as applicable, GFC with respect to the GP-Related BPPG/BPPI GFC Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, GFC and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, GFC and allocated to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Members shall remain Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableGFC, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner Managing Member may authorize from time to time advances to Partners Members (including any additional Partner Member admitted to the Partnership Company pursuant to Section 6.1 but excluding any Partners Members who are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner Managing Member may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner Managing Member deems reasonably necessary for this purpose.

Allocations of GP-Related Net Income (Loss). (a) Except as provided in Section 5.4(d), GP-Related Net Income of the Partnership Company for each GP-Related Investment shall be allocated to the GP-Related Capital Accounts related to such GP-Related Investment of all the Partners Members participating in such GP-Related Investment (including the Delaware GP, but excluding the Cayman GPManaging Member): first, in proportion to and to the extent of the amount of Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest distributed to the Partners, Members; second, to Partners Members that received Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest in years prior to the years such GP-Related Net Income is being allocated to the extent such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest exceeded GP-Related Net Income allocated to such Partners Members in such earlier years; and third, to the Partners Members in the same manner that such Non-Carried Interest (other than amounts representing a return of GP-Related Capital Contributions) or Carried Interest would have been distributed if cash were available to distribute with respect thereto. (b) GP-Related Net Loss of the Partnership Company shall be allocated as follows: (i) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, GCOF II and allocated to the Partnership Company with respect to its pro rata share thereof (based on capital contributions made by the Partnership Company to BPPG or BPPI, as applicable, GCOF II with respect to the GP-Related BPPG/BPPI GCOF II Interest) shall be allocated to the Partners Members in accordance with each PartnerMember’s Non-Carried Interest Sharing Percentage with respect to the GP-Related Investment giving rise to such loss suffered by BPPG or BPPI, as applicable, GCOF II and (ii) GP-Related Net Loss relating to realized losses suffered by BPPG or BPPI, as applicable, GCOF II and allocated to the Partnership Company with respect to the Carried Interest shall be allocated in accordance with a PartnerMember’s (including a Withdrawn PartnerMember’s) Carried Interest Give Back Percentage (as of the date of such loss) (subject to adjustment pursuant to Section 5.8(e)). Withdrawn Partners shall remain Partners for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (c) Notwithstanding Section 5.4(a) above, GP-Related Net Income relating to Carried Interest allocated after the allocation of a GP-Related Net Loss pursuant to clause (ii) of Section 5.4(b) shall be allocated in accordance with such Carried Interest Give Back Percentages until such time as the Partners Members have been allocated GP-Related Net Income relating to Carried Interest equal to the aggregate amount of GP-Related Net Loss previously allocated in accordance with clause (ii) of Section 5.4(b). Withdrawn Members shall remain Members for purposes of allocating such GP-Related Net Loss with respect to Carried Interest. (d) To the extent the Partnership Company has any GP-Related Net Income (Loss) for any accounting period unrelated to BPPG or BPPI, as applicableGCOF II, such GP-Related Net Income (Loss) will be allocated in accordance with GP-Related Profit Sharing Percentages prevailing at the beginning of such accounting period. (e) The General Partner Managing Member may authorize from time to time advances to Partners Members (including any additional Partner Member admitted to the Partnership Company pursuant to Section 6.1 but excluding any Partners who Members that are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) against their allocable shares of GP-Related Net Income (Loss). (f) Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.