Common use of Capital Commitment Interests, etc Clause in Contracts

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Interests and the Capital Commitment Fund Interest and matters related to the Capital Commitment Member Interests and the Capital Commitment Fund Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Interests or the GP-Related Fund Interest. (b) Each Member, severally, agrees to make contributions of capital to the Company (“Capital Commitment-Related Capital Contributions”) as required to fund the Company’s capital contributions to the Funds in respect of the Capital Commitment Fund Interest, if any, and the related Capital Commitment Fund Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member shall be obligated to make contributions of capital to the Company in an amount in excess of such Member’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements of the Members may include provisions with respect to the foregoing matters. It is understood that a Member will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Company’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member shall be evidenced by receipt by the Company of funds equal to such Member’s Capital Commitment- Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member may submit to the Members from time to time. (c) The Company or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance all or any portion of the Capital Commitment Capital Contributions due to the Company from any Member with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member shall pay interest on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such Member. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Company, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member of such rate upon such Member’s request; provided, that amounts that are otherwise payable to such Member pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Interests and the Capital Commitment Fund GTOP Interest and matters related to the Capital Commitment Member Interests and the Capital Commitment Fund GTOP Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Interests or the GP-Related Fund GTOP Interest. (b) Each Member, severally, agrees to make contributions of capital to the Company (“Capital Commitment-Related Capital Contributions”) as required to fund the Company’s capital contributions to the Funds GTOP in respect of the Capital Commitment Fund GTOP Interest, if any, and the related Capital Commitment Fund Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company in an amount in excess of such Member’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements of the Members may include provisions with respect to the foregoing matters. It is understood that a Member will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Company’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member shall be evidenced by receipt by the Company of funds equal to such Member’s Capital Commitment- Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member may submit to the Members from time to time. (c) The Company or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Member (including any additional Member admitted to the Company pursuant to Section 6.1 but excluding any Members that are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) all or any portion of the Capital Commitment Capital Contributions due to the Company from any such Member with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member shall pay interest on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such Member. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Company, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member of such rate upon such Member’s request; provided, that amounts that are otherwise payable to such Member pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Interests and the Capital Commitment Fund BGCS Interest and matters related to the Capital Commitment Member Interests and the Capital Commitment Fund BGCS Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Interests or the GP-Related Fund BGCS Interest. (b) Each Member, severally, agrees to make contributions of capital to the Company (“Capital Commitment-Related Capital Contributions”) as required to fund the Company’s capital contributions to the Funds BGCS in respect of the Capital Commitment Fund BGCS Interest, if any, and the related Capital Commitment Fund BGCS Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment)any. No Member shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company in an amount in excess of such Member’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements of the Members may include provisions with respect to the foregoing matters. It is understood that a Member will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Company’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member shall be evidenced by receipt by the Company of funds equal to such Member’s Capital Commitment- Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member may submit to the Members from time to time. (c) The Company or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Member (including any additional Member admitted to the Company pursuant to Section 6.1 but excluding any Members that are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) all or any portion of the Capital Commitment Capital Contributions due to the Company from any such Member with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member shall pay interest on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such Member. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Company, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member of such rate upon such Member’s request; provided, that amounts that are otherwise payable to such Member pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Interests and the Capital Commitment Fund GFC Interest and matters related to the Capital Commitment Member Interests and the Capital Commitment Fund GFC Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Interests or the GP-Related Fund GFC Interest. (b) Each Member, severally, agrees to make contributions of capital to the Company (“Capital Commitment-Related Capital Contributions”) as required to fund the Company’s capital contributions to the Funds GFC in respect of the Capital Commitment Fund GFC Interest, if any, and the related Capital Commitment Fund Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company in an amount in excess of such Member’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements of the Members may include provisions with respect to the foregoing matters. It is understood that a Member will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Company’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member shall be evidenced by receipt by the Company of funds equal to such Member’s Capital Commitment- Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member may submit to the Members from time to time. (c) The Company or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Member (including any additional Member admitted to the Company pursuant to Section 6.1 but excluding any Members that are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) all or any portion of the Capital Commitment Capital Contributions due to the Company from any such Member with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such Member. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Company, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member of such rate upon such Member’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Interests and the Capital Commitment Fund GPO Interest and matters related to the Capital Commitment Member Interests and the Capital Commitment Fund GPO Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Interests or the GP-Related Fund GPO Interest. (b) Each Member, severally, agrees to make contributions of capital to the Company (“Capital Commitment-Related Capital Contributions”) as required to fund the Company’s capital contributions to the Funds GPO in respect of the Capital Commitment Fund GPO Interest, if any, and the related Capital Commitment Fund Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company in an amount in excess of such Member’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements of the Members may include provisions with respect to the foregoing matters. It is understood that a Member will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Company’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member shall be evidenced by receipt by the Company of funds equal to such Member’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member may submit to the Members from time to time. (c) The Company or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Member (including any additional Member admitted to the Company pursuant to Section 6.1 but excluding any Members that are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) all or any portion of the Capital Commitment Capital Contributions due to the Company from any such Member with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such Member. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Company, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member of such rate upon such Member’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BTO IV Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BTO IV Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BTO IV Interest. (b) Each MemberPartner, severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds BTO IV or Associates IV in respect of the Capital Commitment Fund BTO IV Interest, if any, and the related Capital Commitment Fund BTO IV Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Interests and the Capital Commitment Fund BSSF II Interest and matters related to the Capital Commitment Member Interests and the Capital Commitment Fund BSSF II Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Interests or the GP-Related Fund BSSF II Interest. (b) Each Member, severally, agrees to make contributions of capital to the Company (“Capital Commitment-Related Capital Contributions”) as required to fund the Company’s capital contributions to BSSF II (or to the Funds Capital Commitment Blackstone Entity, if applicable) in respect of the Capital Commitment Fund BSSF II Interest, if any, and the related Capital Commitment Fund BSSF II Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company in an amount in excess of such Member’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements of the Members may include provisions with respect to the foregoing matters. It is understood that a Member will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Company’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member shall be evidenced by receipt by the Company of funds equal to such Member’s Capital Commitment- Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member may submit to the Members from time to time. (c) The Company or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Member (including any additional Member admitted to the Company pursuant to Section 6.1 but excluding any Members that are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) all or any portion of the Capital Commitment Capital Contributions due to the Company from any such Member with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member shall pay interest on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such Member. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Company, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member of such rate upon such Member’s request; provided, that amounts that are otherwise payable to such Member pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Interests and the Capital Commitment Fund BTOSI – N Interest and matters related to the Capital Commitment Member Interests and the Capital Commitment Fund BTOSI – N Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Interests or the GP-Related Fund BTOSI – N Interest. (b) Each Member, severally, agrees to make contributions of capital to the Company (“Capital Commitment-Related Capital Contributions”) as required to fund the Company’s capital contributions to the Funds BTOSI – N or Associates in respect of the Capital Commitment Fund BTOSI – N Interest, if any, and the related Capital Commitment Fund BTOSI – N Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company in an amount in excess of such Member’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members may include provisions with respect to the foregoing matters. It is understood that a Member will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Company’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member shall be evidenced by receipt by the Company of funds equal to such Member’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member may submit to the Members from time to time. (c) The Company or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Member (including any additional Member admitted to the Company pursuant to Section 6.1 but excluding any Members that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company from any such Member with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such Member. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Company, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member of such rate upon such Member’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Interests and the Capital Commitment Fund GEP Interest and matters related to the Capital Commitment Member Interests and the Capital Commitment Fund GEP Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Interests or the GP-Related Fund GEP Interest. (b) Each Member, severally, agrees to make contributions of capital to the Company (“Capital Commitment-Related Capital Contributions”) as required to fund the Company’s capital contributions to the Funds GEP in respect of the Capital Commitment Fund GEP Interest, if any, and the related Capital Commitment Fund Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company in an amount in excess of such Member’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements of the Members may include provisions with respect to the foregoing matters. It is understood that a Member will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Company’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member shall be evidenced by receipt by the Company of funds equal to such Member’s Capital Commitment- Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member may submit to the Members from time to time. (c) The Company or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Member (including any additional Member admitted to the Company pursuant to Section 6.1 but excluding any Members that are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) all or any portion of the Capital Commitment Capital Contributions due to the Company from any such Member with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such Member. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Company, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member of such rate upon such Member’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund SP RE VIII Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund SP RE VIII Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund SP RE VIII Interest. (b) Each Member, Partner severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds SP RE VIII in respect of the Capital Commitment Fund SP RE VIII Interest, if any, and the related Capital Commitment Fund SP RE VIII Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment Commitment, or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BCP VIII Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BCP VIII Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BCP VIII Interest. (b) Each MemberPartner, severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds BCP VIII or Associates VIII in respect of the Capital Commitment Fund BCP VIII Interest, if any, and the related Capital Commitment Fund BCP VIII Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII VII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BREP Europe VII Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BREP Europe VII Interest. Except as otherwise expressly provided in this Article VII or in Article VIIIVII, the terms and provisions of this Article VII and Article VIII VII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BREP Europe VII Interest. (b) Each MemberPartner, severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds BREP Europe VII or Associates Europe VII in respect of the Capital Commitment Fund BREP Europe VII Interest, if any, and the related Capital Commitment Fund BREP Europe VII Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BTAS 2016 Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BTAS 2016 Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BTAS 2016 Interest. (b) Each Member, Partner severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s direct or indirect capital contributions to the Funds BTAS 2016, in respect of the Capital Commitment Fund BTAS 2016 Interest, if any, and the related Capital Commitment Fund BTAS 2016 Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided, further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund SP GP Solutions Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund SP GP Solutions Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund SP GP Solutions Interest. (b) Each Member, Partner severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds SP GP Solutions in respect of the Capital Commitment Fund SP GP Solutions Interest, if any, and the related Capital Commitment Fund SP GP Solutions Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment Commitment, or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BUMO Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BUMO Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BUMO Interest. (b) Each MemberPartner (other than the Cayman GP), severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds BUMO in respect of the Capital Commitment Fund BUMO Interest, if any, and the related Capital Commitment Fund BUMO Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law. (d) The Cayman GP shall have no Capital Commitment-Related Commitment and no Capital Commitment Profit Sharing Percentage. The Capital Commitment Profit Sharing Percentage of the Delaware GP with respect to any Capital Commitment Investment will rank pari passu with those of the Limited Partners participating in the same Capital Commitment Investment.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Interests and the Capital Commitment Fund BTO II Interest and matters related to the Capital Commitment Member Interests and the Capital Commitment Fund BTO II Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Interests or the GP-Related Fund BTO II Interest. (b) Each Member, severally, agrees to make contributions of capital to the Company (“Capital Commitment-Related Capital Contributions”) as required to fund the Company’s capital contributions to the Funds BTO II or Associates II in respect of the Capital Commitment Fund BTO II Interest, if any, and the related Capital Commitment Fund BTO II Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company in an amount in excess of such Member’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members may include provisions with respect to the foregoing matters. It is understood that a Member will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Company’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member shall be evidenced by receipt by the Company of funds equal to such Member’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member may submit to the Members from time to time. (c) The Company or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Member (including any additional Member admitted to the Company pursuant to Section 6.1 but excluding any Members that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company from any such Member with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such Member. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Company, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member of such rate upon such Member’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BREP Asia Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BREP Asia Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BREP Asia Interest. (b) Each MemberPartner (other than the Cayman GP), severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds BREP Asia in respect of the Capital Commitment Fund BREP Asia Interest, if any, and the related Capital Commitment Fund BREP Asia Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law. (d) The Cayman GP shall have no Capital Commitment-Related Commitment and no Capital Commitment Profit Sharing Percentage. The Capital Commitment Profit Sharing Percentage of the Delaware GP with respect to any Capital Commitment Investment will rank pari passu with those of the Limited Partners participating in the same Capital Commitment Investment.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Interests and the Capital Commitment Fund BCP VI Interest and matters related to the Capital Commitment Member Interests and the Capital Commitment Fund BCP VI Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Interests or the GP-Related Fund BMA VI Member Interest. (b) Each Member, severally, agrees to make contributions of capital to the Company (“Capital Commitment-Related Capital Contributions”) as required to fund the Company’s capital contributions to the Funds BCP VI or BMA VI in respect of the Capital Commitment Fund BCP VI Interest, if any, and the related Capital Commitment Fund BCP VI Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company in an amount in excess of such Member’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements of the Members may include provisions with respect to the foregoing matters. It is understood that a Member will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Company’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member shall be evidenced by receipt by the Company of funds equal to such Member’s Capital Commitment- Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member may submit to the Members from time to time. (c) The Company or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance all or any portion of the Capital Commitment Capital Contributions due to the Company from any Member with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member shall pay interest on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such Member. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Company, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member of such rate upon such Member’s request; provided, that amounts that are otherwise payable to such Member pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Interests and the Capital Commitment Fund GSJP Interest and matters related to the Capital Commitment Member Interests and the Capital Commitment Fund GSJP Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Interests or the GP-Related Fund GSJP Interest. (b) Each Member, severally, agrees to make contributions of capital to the Company (“Capital Commitment-Related Capital Contributions”) as required to fund the Company’s capital contributions to the Funds GSJP in respect of the Capital Commitment Fund GSJP Interest, if any, and the related Capital Commitment Fund Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company in an amount in excess of such Member’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements of the Members may include provisions with respect to the foregoing matters. It is understood that a Member will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Company’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member shall be evidenced by receipt by the Company of funds equal to such Member’s Capital Commitment- Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member may submit to the Members from time to time. (c) The Company or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Member (including any additional Member admitted to the Company pursuant to Section 6.1 but excluding any Members that are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) all or any portion of the Capital Commitment Capital Contributions due to the Company from any such Member with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member shall pay interest on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such Member. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Company, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member of such rate upon such Member’s request; provided, that amounts that are otherwise payable to such Member pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BETP IV Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BETP IV Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BETP IV Interest. (ba) Each MemberPartner, severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds BETP IV or Associates IV in respect of the Capital Commitment Fund BETP IV Interest, if any, and the related Capital Commitment Fund BETP IV Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (cb) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Interests and the Capital Commitment Fund GNMERB Interest and matters related to the Capital Commitment Member Interests and the Capital Commitment Fund GNMERB Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Interests or the GP-Related Fund GNMERB Interest. (b) Each Member, severally, agrees to make contributions of capital to the Company (“Capital Commitment-Related Capital Contributions”) as required to fund the Company’s capital contributions to the Funds GNMERB in respect of the Capital Commitment Fund GNMERB Interest, if any, and the related Capital Commitment Fund Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company in an amount in excess of such Member’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements of the Members may include provisions with respect to the foregoing matters. It is understood that a Member will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Company’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member shall be evidenced by receipt by the Company of funds equal to such Member’s Capital Commitment- Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member may submit to the Members from time to time. (c) The Company or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Member (including any additional Member admitted to the Company pursuant to Section 6.1 but excluding any Members that are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) all or any portion of the Capital Commitment Capital Contributions due to the Company from any such Member with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such Member. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Company, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member of such rate upon such Member’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund SP IX Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund SP IX Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund SP IX Interest. (b) Each Member, Partner severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds SP IX in respect of the Capital Commitment Fund SP IX Interest, if any, and the related Capital Commitment Fund SP IX Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment Commitment, or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BTO III Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BTO III Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BTO III Interest. (b) Each MemberPartner, severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds BTO III or Associates III in respect of the Capital Commitment Fund BTO III Interest, if any, and the related Capital Commitment Fund BTO III Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BCP IX Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BCP IX Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BCP IX Interest. (b) Each MemberPartner, severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds BCP IX or Associates IX in respect of the Capital Commitment Fund BCP IX Interest, if any, and the related Capital Commitment Fund BCP IX Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BREP X Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BREP X Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BREP X Interest. (b) Each MemberPartner, severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds BREP X or Associates X, in respect of the Capital Commitment Fund BREP X Interest, if any, and the related Capital Commitment Fund BREP X Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Interests and the Capital Commitment Fund BCP V Interest and matters related to the Capital Commitment Member Interests and the Capital Commitment Fund BCP V Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Interests or the GP-Related Fund BMA V Member Interest. (b) Each Member, severally, agrees to make contributions of capital to the Company (“Capital Commitment-Related Capital Contributions”) as required to fund the Company’s capital contributions to the Funds contribution in respect of the Capital Commitment Fund Interest, if any, BCP V Interest and the related Capital Commitment Fund Commitment, if any BCP V Commitment (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member shall be obligated to make contributions of capital to the Company in an amount in excess of such Member’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements of the Members may include provisions with respect to the foregoing matters. It is understood that a Member will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Company’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member shall be evidenced by receipt by the Company of funds equal to such Member’s Capital Commitment- Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member may submit to the Members from time to time. (c) The Company or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance all or any portion of the Capital Commitment Capital Contributions due to the Company from any Member with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member shall pay interest on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such Member. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Company, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member of such rate upon such Member’s request; provided, that amounts that are otherwise payable to such Member pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BREP Asia III Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BREP Asia III Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BREP Asia III Interest. (b) Each MemberPartner, severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds BREP Asia III or Associates Asia III, in respect of the Capital Commitment Fund BREP Asia III Interest, if any, and the related Capital Commitment Fund BREP Asia III Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BTAS V Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BTAS V Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BTAS V Interest. (b) Each Member, Partner severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s direct or indirect capital contributions to the Funds BTAS V, in respect of the Capital Commitment Fund BTAS V Interest, if any, and the related Capital Commitment Fund BTAS V Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided, further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BCP Asia Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BCP Asia Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BCP Asia Interest. (b) Each MemberPartner (other than the Cayman GP), severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds BCP Asia in respect of the Capital Commitment Fund BCP Asia Interest, if any, and the related Capital Commitment Fund BCP Asia Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law. (d) The Cayman GP shall have no Capital Commitment-Related Commitment and no Capital Commitment Profit Sharing Percentage. The Capital Commitment Profit Sharing Percentage of the Delaware GP with respect to any Capital Commitment Investment will rank pari passu with those of the Limited Partners participating in the same Capital Commitment Investment.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund GCOF II Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund GCOF II Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund GCOF II Interest. (b) Each MemberPartner, severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds GCOF II in respect of the Capital Commitment Fund GCOF II Interest, if any, and the related Capital Commitment Fund Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Company’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member Delaware GP may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) all or any portion of the Capital Commitment Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BXLS V Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BXLS V Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BXLS V Interest. (b) Each MemberPartner, severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds BXLS V or Associates V in respect of the Capital Commitment Fund BXLS V Interest, if any, and the related Capital Commitment Fund BXLS V Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BCEP II Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BCEP II Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BCEP II Interest. (b) Each MemberPartner, severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds BCEP II or Associates II in respect of the Capital Commitment Fund BCEP II Interest, if any, and the related Capital Commitment Fund BCEP II Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BXG Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BXG Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BXG Interest. (b) Each MemberPartner, severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds BXG or Associates in respect of the Capital Commitment Fund BXG Interest, if any, and the related Capital Commitment Fund BXG Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Interests and the Capital Commitment Fund BCVP Interest and matters related to the Capital Commitment Member Interests and the Capital Commitment Fund BCVP Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Interests or the GP-Related Fund BCVP Interest. (b) Each Member, severally, agrees to make contributions of capital to the Company (“Capital Commitment-Related Capital Contributions”) as required to fund the Company’s capital contributions to the Funds BCVP or Associates in respect of the Capital Commitment Fund BCVP Interest, if any, and the related Capital Commitment Fund BCVP Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company in an amount in excess of such Member’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements of the Members may include provisions with respect to the foregoing matters. It is understood that a Member will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Company’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member shall be evidenced by receipt by the Company of funds equal to such Member’s Capital Commitment- Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member may submit to the Members from time to time. (c) The Company or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Member (including any additional Member admitted to the Company pursuant to Section 6.1 but excluding any Members that are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) all or any portion of the Capital Commitment Capital Contributions due to the Company from any such Member with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member shall pay interest on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such Member. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Company, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member of such rate upon such Member’s request; provided, that amounts that are otherwise payable to such Member pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BREP Europe VI Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BREP Europe VI Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BREP Europe VI Interest. (b) Each MemberPartner, severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds BREP Europe VI or Associates Europe VI in respect of the Capital Commitment Fund BREP Europe VI Interest, if any, and the related Capital Commitment Fund BREP Europe VI Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BREP IX Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BREP IX Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BREP IX Interest. (b) Each MemberPartner, severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds BREP IX or Associates IX, in respect of the Capital Commitment Fund BREP IX Interest, if any, and the related Capital Commitment Fund BREP IX Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Interests and the Capital Commitment Fund BCRED Interest and matters related to the Capital Commitment Member Interests and the Capital Commitment Fund BCRED Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Interests or the GP-Related Fund BCRED Interest. (b) Each Member, severally, agrees to make contributions of capital to the Company (“Capital Commitment-Related Capital Contributions”) as required to fund the Company’s capital contributions to the Funds BCRED in respect of the Capital Commitment Fund BCRED Interest, if any, and the related Capital Commitment Fund BCRED Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company in an amount in excess of such Member’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members may include provisions with respect to the foregoing matters. It is understood that a Member will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Company’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member shall be evidenced by receipt by the Company of funds equal to such Member’s Capital Commitment- Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member may submit to the Members from time to time. (c) The Company or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Member (including any additional Member admitted to the Company pursuant to Section 6.1 but excluding any Members that are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) all or any portion of the Capital Commitment Capital Contributions due to the Company from any such Member with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such Member. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Company, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member of such rate upon such Member’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BTAS IV Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BTAS IV Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BTAS IV Interest. (b) Each Member, Partner severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s direct or indirect capital contributions to the Funds BTAS IV, in respect of the Capital Commitment Fund BTAS IV Interest, if any, and the related Capital Commitment Fund BTAS IV Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided, further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Interests and the Capital Commitment Fund BCLP Interest and matters related to the Capital Commitment Member Interests and the Capital Commitment Fund BCLP Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Interests or the GP-Related Fund BCLA Member Interest. (b) Each Member, severally, agrees to make contributions of capital to the Company (“Capital Commitment-Related Capital Contributions”) as required to fund the Company’s capital contributions to the Funds contribution in respect of the Capital Commitment Fund Interest, if any, BCLP Interest and the related Capital Commitment Fund Commitment, if any BCLP Commitment (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member shall be obligated to make contributions of capital to the Company in an amount in excess of such Member’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements of the Members may include provisions with respect to the foregoing matters. It is understood that a Member will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Company’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member shall be evidenced by receipt by the Company of funds equal to such Member’s Capital Commitment- Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member may submit to the Members from time to time. (c) The Company or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance all or any portion of the Capital Commitment Capital Contributions due to the Company from any Member with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member shall pay interest on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such Member. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Company, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member of such rate upon such Member’s request; provided, that amounts that are otherwise payable to such Member pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BEP III Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BEP III Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BEP III Interest. (b) Each MemberPartner, severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds BEP III or Associates III in respect of the Capital Commitment Fund BEP III Interest, if any, and the related Capital Commitment Fund BEP III Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Interests and the Capital Commitment Fund BTO Interest and matters related to the Capital Commitment Member Interests and the Capital Commitment Fund BTO Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Interests or the GP-Related Fund BTO Interest. (b) Each Member, severally, agrees to make contributions of capital to the Company (“Capital Commitment-Related Capital Contributions”) as required to fund the Company’s capital contributions to the Funds BTO or Associates in respect of the Capital Commitment Fund BTO Interest, if any, and the related Capital Commitment Fund BTO Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company in an amount in excess of such Member’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members may include provisions with respect to the foregoing matters. It is understood that a Member will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Company’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member shall be evidenced by receipt by the Company of funds equal to such Member’s Capital Commitment- Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member may submit to the Members from time to time. (c) The Company or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Member (including any additional Member admitted to the Company pursuant to Section 6.1 but excluding any Members that are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) all or any portion of the Capital Commitment Capital Contributions due to the Company from any such Member with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such Member. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Company, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member of such rate upon such Member’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund Clarus IV Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund Clarus IV Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund Clarus IV Interest. (b) Each MemberPartner, severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to Clarus IV or the Funds Clarus IV GP in respect of the Capital Commitment Fund Clarus IV Interest, if any, and the related Capital Commitment Fund Clarus IV Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BCP Asia II Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BCP Asia II Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BCP Asia II Interest. (b) Each MemberPartner, severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds BCP Asia II or Associates Asia II in respect of the Capital Commitment Fund BCP Asia II Interest, if any, and the related Capital Commitment Fund BCP Asia II Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund SP Infrastructure IV Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund SP Infrastructure IV Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund SP Infrastructure IV Interest. (b) Each Member, Partner severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds SP Infrastructure IV in respect of the Capital Commitment Fund SP Infrastructure IV Interest, if any, and the related Capital Commitment Fund SP Infrastructure IV Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment Commitment, or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BTAS 2015 Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BTAS 2015 Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BTAS 2015 Interest. (b) Each Member, Partner severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s direct or indirect capital contributions to the Funds BTAS 2015, in respect of the Capital Commitment Fund BTAS 2015 Interest, if any, and the related Capital Commitment Fund BTAS 2015 Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided, further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Interests and the Capital Commitment Fund GCOF II Interest and matters related to the Capital Commitment Member Interests and the Capital Commitment Fund GCOF II Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Interests or the GP-Related Fund GCOF II Interest. (b) Each Member, severally, agrees to make contributions of capital to the Company (“Capital Commitment-Related Capital Contributions”) as required to fund the Company’s capital contributions to the Funds GCOF II in respect of the Capital Commitment Fund GCOF II Interest, if any, and the related Capital Commitment Fund Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company in an amount in excess of such Member’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements of the Members may include provisions with respect to the foregoing matters. It is understood that a Member will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Company’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member shall be evidenced by receipt by the Company of funds equal to such Member’s Capital Commitment- Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member may submit to the Members from time to time. (c) The Company or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Member (including any additional Member admitted to the Company pursuant to Section 6.1 but excluding any Members that are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) all or any portion of the Capital Commitment Capital Contributions due to the Company from any such Member with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member shall pay interest on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such Member. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Company, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member of such rate upon such Member’s request; provided, that amounts that are otherwise payable to such Member pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Interests and the Capital Commitment Fund BEP Interest and matters related to the Capital Commitment Member Interests and the Capital Commitment Fund BEP Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Interests or the GP-Related Fund BEP Interest. (b) Each Member, severally, agrees to make contributions of capital to the Company (“Capital Commitment-Related Capital Contributions”) as required to fund the Company’s capital contributions to the Funds BEP or Associates in respect of the Capital Commitment Fund BEP Interest, if any, and the related Capital Commitment Fund BEP Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company in an amount in excess of such Member’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members may include provisions with respect to the foregoing matters. It is understood that a Member will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the Company’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member shall be evidenced by receipt by the Company of funds equal to such Member’s Capital Commitment- Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member may submit to the Members from time to time. (c) The Company or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Member (including any additional Member admitted to the Company pursuant to Section 6.1 but excluding any Members that are also executive officers of The Blackstone Group L.P. or any Affiliate thereof) all or any portion of the Capital Commitment Capital Contributions due to the Company from any such Member with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such Member. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the Company, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member of such rate upon such Member’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.

Capital Commitment Interests, etc. (a) This Article VII and Article VIII hereof set forth certain terms and conditions with respect to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BREDS IV Interest and matters related to the Capital Commitment Member Partner Interests and the Capital Commitment Fund BREDS IV Interest. Except as otherwise expressly provided in this Article VII or in Article VIII, the terms and provisions of this Article VII and Article VIII shall not apply to the GP-Related Member Partner Interests or the GP-Related Fund BREDS IV Interest. (b) Each MemberPartner, severally, agrees to make contributions of capital to the Company Partnership (“Capital Commitment-Related Capital Contributions”) as required to fund the CompanyPartnership’s capital contributions to the Funds BREDS IV or Associates IV, in respect of the Capital Commitment Fund BREDS IV Interest, if any, and the related Capital Commitment Fund BREDS IV Commitment, if any (including, without limitation, funding all or a portion of the Blackstone Capital Commitment). No Member Partner shall be obligated to make contributions of capital Capital Commitment-Related Capital Contributions to the Company Partnership in an amount in excess of such MemberPartner’s Capital Commitment-Related Commitment. The Commitment Agreements and SMD Agreements Agreements, if any, of the Members Partners may include provisions with respect to the foregoing matters. It is understood that a Member Partner will not necessarily participate in each Capital Commitment Investment (which may include additional amounts invested in an existing Capital Commitment Investment) nor will a Member Partner necessarily have the same Capital Commitment Profit Sharing Percentage with respect to (i) the CompanyPartnership’s portion of the Blackstone Capital Commitment or (ii) the making of each Capital Commitment Investment in which such Member Partner participates; provided, that this in no way limits the terms of any Commitment Agreement or SMD Agreement. In addition, nothing contained herein shall be construed to give any Member Partner the right to obtain financing with respect to the purchase of any Capital Commitment Interest, and nothing contained herein shall limit or dictate the terms upon which the Company Partnership and its Affiliates may provide such financing. The acquisition of a Capital Commitment Interest by a Member Partner shall be evidenced by receipt by the Company Partnership of funds equal to such MemberPartner’s Capital Commitment- Commitment-Related Commitment then due with respect to such Capital Commitment Interest and such appropriate documentation as the Managing Member General Partner may submit to the Members Partners from time to time. (c) The Company Partnership or one of its Affiliates (in such capacity, the “Advancing Party”) may in its sole discretion advance to any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partners that are also executive officers of Blackstone) all or any portion of the Capital Commitment Commitment-Related Capital Contributions due to the Company Partnership from any Member such Partner with respect to any Capital Commitment Investment (“Firm Advances”). Each such Member Partner shall pay interest to the Advancing Party on each Firm Advance from the date of each such Firm Advance until the repayment thereof by such MemberPartner. Each Firm Advance shall be repayable in full, including accrued interest to the date of such repayment, upon prior written notice by the Advancing Party. The making and repayment of each Firm Advance shall be recorded in the books and records of the CompanyPartnership, and such recording shall be conclusive evidence of each such Firm Advance, binding on the Member Partner and the Advancing Party absent manifest error. Except as provided below, the interest rate applicable to a Firm Advance shall equal the cost of funds of the Advancing Party at the time of the making of such Firm Advance. The Advancing Party shall inform any Member Partner of such rate upon such MemberPartner’s request; provided, that such interest rate shall not exceed the maximum interest rate allowable by applicable law; provided further, that amounts that are otherwise payable to such Member Partner pursuant to Section 7.4(a) shall be used to repay such Firm Advance (including interest thereon). The Advancing Party may, in its sole discretion, change the terms of Firm Advances (including the terms contained herein) and/or discontinue the making of Firm Advances; provided, that (i) the Advancing Party shall notify the relevant Members Partners of any material changes to such terms and (ii) the interest rate applicable to such Firm Advances and overdue amounts thereon shall not exceed the maximum interest rate allowable by applicable law.