Common use of Fund Expenses Clause in Contracts

Fund Expenses. The Fund shall pay all of the Fund’s pro rata share (calculated in accordance with Sections 2.8 (Parallel Vehicles) and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred costs and expenses of the Fund other than General Partner Expenses (in each case, to the extent not reimbursed by a Portfolio Company), as follows (“Fund Expenses”): liquidation expenses of the Fund; sales, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred in connection with the purchase or sale of securities; costs and expenses of (i) hosting annual or special meetings of the Advisory Committee and any other expenses properly incurred by or on behalf of the Advisory Committee in accordance with Article 13 (Advisory Committee), and (ii) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other out-of-pocket expense (except for the costs of entertainment, including speaker fees) incurred by the Fund, the General Partner or the Fund Manager in connection with such conferences or meetings or preparation thereof; expenses associated with preparation of the Fund’s financial statements, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedules) and the Fund’s reports, including automated reports, to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting expenses of the Fund (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of the Fund and its Partners); interest expense for Credit Facilities; fees, costs and expenses incurred in connection with the investigation, evaluation, diligence (including the costs of background checks and consultants providing specialized services not ordinarily provided by the General Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs and expenses (including attorneys’ fees) relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio Investment, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreement, except as otherwise provided, fees and expenses incurred in connection with the negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, registration and other professional services provided to the Fund; reasonable premiums for liability insurance to protect the Fund and Covered Persons; costs associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related to audits of the Fund conducted by regulatory bodies, including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding to such audits; the Management Fee; and Organizational Expenses to the extent provided in Section 2.5.2.

Fund Expenses. The Fund shall pay all of the Fund’s pro rata share (calculated a) Except as set forth herein or in accordance with Sections 2.8 (Parallel Vehicles) and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred costs and expenses of another agreement between the Fund other than and the General Partner Expenses (in each case, to the extent not reimbursed by a Portfolio Company), as follows (“Fund Expenses”): liquidation expenses of the Fund; sales, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred in connection with the purchase or sale of securities; costs and expenses of (i) hosting annual or special meetings of the Advisory Committee and any other expenses properly incurred by or on behalf of the Advisory Committee in accordance with Article 13 (Advisory Committee), and (ii) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other out-of-pocket expense (except for the costs of entertainment, including speaker fees) incurred by the FundPartner, the General Partner or shall bear all of its costs incurred in providing services to the Fund. (b) The Fund Manager shall bear: its pro rata portion of all of the Master Fund’s fees and expenses, as well as carried interest allocation in connection with such conferences or meetings or preparation thereof; expenses associated with preparation of the Master Fund, (which will be borne through the Fund’s financial statements, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedulesinvestment in the Master Fund) and including its pro rata portion of the Fund’s reports, including automated reports, advisory fee payable by the Master Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC in its capacity as investment adviser to the Partners Master Fund and expenses (including third party financing, due diligence, travel and other costs) related to the acquisition, holding, monitoring and disposition of the Underlying Funds (including expense associated with potential investments or dispositions that are not consummated); accounting, audit and tax preparation fees and expenses; administrative expenses incurred and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for specialized assistance equipment or services used in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional communicating information regarding the Fund’s transactions between the General Partner and any custodian or other agent engaged by the Fund; interest expenses (including, without limitation, non-investment related interest expenses); any extraordinary expenses; and such other tax accounting expenses as may be approved from time to time by the Board. The Fund will also indirectly bear, as a result of its investment in the Master Fund, its pro rata portion of the Fund (including management fees of the Underlying Funds, as well as carried interest allocations in such Underlying Funds, investment-related expenses and other expenses, including, but not limited to to, non-investment related interest expense and fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, disbursements of attorneys and prepare tax liability calculations accountants engaged on behalf of each Underlying Fund. Capital calls from Limited Partners made in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited to, the payment of any interest due) under any credit facility. (c) The Fund and shall bear its Partners); interest expense for Credit Facilities; feesorganizational expenses, costs and expenses incurred in connection with relating to the investigation, evaluation, diligence (including the costs offering and sale of background checks and consultants providing specialized services not ordinarily Interests; provided by the General Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses that to the extent not such organizational and offering expenses when aggregated with those of the Master Fund and other feeder funds that invest directly or indirectly in the Master Fund exceed $1,500,000, the excess amount over $1,500,000 shall be borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs and expenses (including attorneys’ fees) relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio Investment, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreement, except as otherwise provided, fees and expenses incurred in connection with the negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, registration and other professional services provided to the Fund; reasonable premiums for liability insurance to protect the Fund and Covered Persons; costs associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related to audits of the Fund conducted by regulatory bodies, including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding to such audits; the Management Fee; and Organizational Expenses to the extent provided in Section 2.5.2▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC.

Fund Expenses. The Fund shall pay bear all expenses not borne by the Manager, including without limitation the following: (A) Taxes and governmental fees, if any, levied against the Fund; (B) Brokerage fees and commissions, and other portfolio transaction expenses incurred by or for the Fund (including, without limitation, fees and expenses of outside legal counsel or third-party consultants retained in connection with reviewing, negotiating, and structuring specialized loan and other investments made by the Fund, and any costs associated with originating loans, asset securitizations, alternative lending-related strategies, and so-called “broken-deal costs” (e.g., fees, costs, expenses, and liabilities, including, for example, due diligence-related fees, costs, expenses, and liabilities, with respect to unconsummated investments)); (C) Expenses of the Fund’s pro rata share securities lending (calculated if any), including any securities lending agent fees, as governed by a separate securities lending agreement; (D) Costs, including interest expenses, of borrowing money or engaging in accordance with Sections 2.8 any types of leverage financing including, without limitation, through the use by the Fund of reverse repurchase agreements, dollar rolls, bank borrowings, credit facilities, and tender option bonds; (Parallel VehiclesE) and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred costs Fees and expenses of any underlying funds or other pooled vehicles in which the Fund other than General Partner Expenses (in each case, to the extent not reimbursed by a Portfolio Company), as follows (“Fund Expenses”): liquidation expenses of the Fund; sales, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred in connection with the purchase or sale of securities; costs and expenses of (i) hosting annual or special meetings of the Advisory Committee and any other expenses properly incurred by or on behalf of the Advisory Committee in accordance with Article 13 (Advisory Committee), and (ii) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other out-of-pocket expense (except for the costs of entertainmentinvests, including speaker feesacquired fund fees and expenses; (F) incurred Dividend and interest expenses on short positions taken by the Fund, the General Partner or the Fund Manager in connection with such conferences or meetings or preparation thereof; expenses associated with preparation of the Fund’s financial statements, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s ; (or additional or similar tax-related schedulesG) and the Fund’s reportsExtraordinary expenses, including automated reportsextraordinary legal expenses, to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting expenses of the Fund (including but not limited to fees for tax preparation and expenses incurred to prepare tax formsas may arise, file tax formsincluding, and prepare tax liability calculations on behalf of the Fund and its Partners); interest expense for Credit Facilities; feeswithout limitation, costs and expenses incurred in connection with litigation, proceedings, other claims, and the investigationlegal obligations of the Fund to indemnify its Trustees, evaluationofficers, diligence employees, shareholders, distributors, and agents with respect thereto; (H) Fees and expenses, including legal, printing and mailing, solicitation, and other fees and expenses associated with and incident to shareholder meetings and proxy solicitations involving contested elections of Trustees, shareholder proposals, or other non-routine matters that are not initiated or proposed by Fund management; (I) Organizational and offering expenses of the Fund, including registration (including the costs of background checks and consultants providing specialized services not ordinarily provided by the General Partner or Fund Managershare registration fees), acquisitionlegal, administrationmarketing, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs and expenses (including attorneys’ fees) relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio Investment, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank)printing, accounting, auditingand other expenses, appraisal, valuation, administration, consulting, legal (including but not limited to all fees associated with organizing the Fund in its state of jurisdiction and disbursements incurred for regular maintenance or to amend this Agreement, except as otherwise provided, fees and expenses incurred in connection with the negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, initial registration and other professional services provided to the Fund; reasonable premiums for liability insurance to protect the Fund and Covered Persons; costs associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related to audits of the Fund conducted by regulatory bodies, including but not limited to under the cost 1940 Act and the initial registration of completing tax authority audits its shares under the 1933 Act and fees incurred for assistance and expenses associated with seeking, applying for, and obtaining formal exemptive, no-action, and/or other relief from the Commission in responding connection with the issuance of multiple share classes; (J) Payments pursuant to such auditsa Rule 12b-1 plan or similar plan; and (K) Expenses of the Management Fee; and Organizational Expenses to the extent provided Fund which are capitalized in Section 2.5.2accordance with generally accepted accounting principles.

Fund Expenses. The Fund shall will be responsible for, and pay (or reimburse the Manager for), all of expenses incurred by the Fund’s pro rata share , (calculated the “Fund Expenses”) that are not paid or reimbursed by a third–party pursuant to the terms of an Investment including, without limitation: (i) Organizational Expenses; (ii) Management Fees as specified in accordance Section 8.2; (iii) all expenses incurred in connection with Sections 2.8 (Parallel Vehicles) Fund operations, including, without limitation, all expenses incurred with the purchase, holding, sale or proposed sale of any Investments including, without limitation, all travel-related expenses and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred all third party out-of-pocket costs and expenses of custodians, paying agents, registrars, counsel, independent accountants, tax preparation, and others; (iv) legal, accounting, tax preparation and other specialized consulting or professional services including environmental, engineering, architectural, and other building trades and inspection services, due diligence costs, title fees, escrow fees, closing fees, and other expenses that the Fund other than General Partner Expenses Manager would not normally be expected to render with its own professional staff; (in each case, to the extent not reimbursed by a Portfolio Company), as follows (“Fund Expenses”): liquidation expenses of the Fund; sales, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges v) all third-party costs incurred in connection with the purchase preparation of or sale relating to reports made to the Members; (vi) all costs related to litigation involving the Fund, directly or indirectly, including, without limitation, attorneys’ fees incurred in connection therewith; (vii) all costs related to the Fund’s indemnification obligations set forth in Section 11; (viii) the costs of securities; costs any litigation, director and expenses of (i) hosting annual officer liability or special meetings other insurance and indemnification or extraordinary expense or liability relating to the affairs of the Advisory Committee and any other expenses properly incurred by or on behalf of the Advisory Committee in accordance with Article 13 Fund; (Advisory Committee), and (iiix) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other all unreimbursed out-of-pocket expense (except for the costs of entertainmentexpenses relating to transactions that are not consummated including legal, including speaker fees) accounting and consulting fees and all extraordinary professional fees incurred by the Fund, the General Partner or the Fund Manager in connection with such conferences the business or meetings or preparation thereof; expenses associated with preparation management of the Fund’s financial statements, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s ; (or additional or similar tax-related schedulesx) and all expenses of liquidating the Fund’s reports; and (xi) any taxes, including automated reports, to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually fees or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting expenses of the Fund (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of governmental charges levied against the Fund and its Partners); interest expense for Credit Facilities; fees, costs and all expenses incurred in connection with the any tax audit, investigation, evaluationsettlement or review of the Fund. Fund Expenses do not include, diligence (including and the costs of background checks and consultants providing specialized services Fund will not ordinarily provided by the General Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all feespay, costs associated with the Manager’s personnel, overhead and expenses (including attorneys’ fees) relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio Investment, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreementprofit, except as otherwise provided, fees and expenses incurred such items may be included in connection with the negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, registration and other professional services provided to the Fund; reasonable premiums for liability insurance to protect the Fund and Covered Persons; costs associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related to audits of the Fund conducted by regulatory bodies, including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding to such audits; the Management Fee; and Organizational Expenses to the extent provided in Section 2.5.2Fees.

Fund Expenses. (a) The Fund Partnership shall pay all not have any salaried personnel. The Partnership, in its capacity as an indirect limited partner of the Main Fund’s , shall bear its pro rata share of Fund Expenses, Organizational Expenses, Placement Fees, Management Fees, Servicing Fees and Administration Fees (calculated as applicable, each as defined in accordance with Sections 2.8 (Parallel Vehicles) and 2.9 (Alternative Vehiclesthe Main Fund Agreement)) of the reasonable and properly incurred costs and expenses of the Fund other than General Partner Expenses (, in each case, relating to its Underlying Interest. In addition, the extent not reimbursed by a Portfolio Company), Partnership shall bear and be charged its allocable share of Fund Expenses (as follows (“defined in the Main Fund Expenses”): liquidation expenses of the Fund; sales, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred in connection with the purchase or sale of securities; costs and expenses of (iAgreement) hosting annual or special meetings of the Advisory Committee and any other expenses properly incurred by expenses, obligations, indemnities or on behalf of liabilities, contingent or otherwise, relating to the Advisory Committee Partnership, that the Main Fund General Partner specially allocates to the Partnership (including any Limited Partner) in accordance with Article 13 (Advisory Committee)the Main Fund Agreement, and (ii) otherwise holding meetings it being understood that any such expenses, obligations, indemnities or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other out-of-pocket expense (except for liabilities relating to the costs of entertainment, including speaker fees) incurred Partnership shall be borne indirectly solely by the FundLimited Partners and that the obligations of the other limited partners of the Main Fund in respect of such obligations, indemnities or liabilities shall not in any way be increased as a result thereof. Notwithstanding anything herein to the contrary, the General Partner or may pay the Fund Manager in connection with such conferences or meetings or preparation thereof; tax and similar expenses associated with preparation of the Fund’s financial statementsPartnership and any of its Intermediate Entities out of any available funds of the Partnership. (b) Fund Expenses relating to the Partnership may be paid out of any funds of the Main Fund in a manner reasonably determined by the Main Fund General Partner in accordance with the terms in the Main Fund Agreement, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedules) and the Fund’s reports, including automated reportsincluding, to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding extent applicable, that the Main Fund to Limited Partners (individually General Partner may hold all or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting expenses portion of the Fund (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of the Fund and its Partners); interest expense for Credit Facilities; fees, costs and expenses incurred in connection with the investigation, evaluation, diligence (including the costs of background checks and consultants providing specialized services not ordinarily provided any Subscription made by the Partnership or any distribution to be allocated to the Partnership pursuant to the preceding sentence in reserve and apply such amounts any time to satisfy any such expenses, obligations, indemnities or liabilities, contingent or otherwise, relating to the Partnership. (c) The General Partner shall not receive any profits or Fund Manager)distributions from the Partnership, acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs and expenses (including attorneys’ fees) relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio Investment, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreement, except as otherwise providedsalary, fees and expenses incurred in connection with or compensation from the negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, registration and other professional services provided to the Fund; reasonable premiums for liability insurance to protect the Fund and Covered Persons; costs associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related to audits of the Fund conducted by regulatory bodies, including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding to such audits; the Management Fee; and Organizational Expenses to the extent provided in Section 2.5.2Partnership.

Fund Expenses. The Fund (a) BXINFRA shall pay bear and be charged with all of the Fund’s pro rata share (calculated in accordance with Sections 2.8 (Parallel Vehicles) and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred costs and expenses of the Fund its operations other than General Partner Expenses (the “Fund Expenses”) (and shall promptly reimburse the General Partner, the Investment Manager or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation: (i) fees, costs and expenses for and/or relating to attorneys (including compensation and benefits costs specifically charged, allocated or attributed by the General Partner and/or the Investment Manager or their affiliates to BXINFRA or its Portfolio Entities with respect to in-house attorneys to provide transactional legal advice, tax planning and/or other related services to BXINFRA or its Portfolio Entities on matters related to potential or actual Investments and transactions; provided, that any such compensation costs shall not be greater than what would be paid to, or duplicative of services provided by (as determined by the General Partner in good faith), an unaffiliated third party for substantially similar advice and/or services), tax advisors, accountants, auditors, administrative agents, paying agents, advisors (including senior advisors), consultants including ESG consultants, fund administrators, depositaries and custodians, investment bankers, prime brokers and other third-party service providers or professionals; (ii) fees, costs and expenses of third parties incurred in connection with energy, sustainability and ESG-related programs and initiatives with respect to the Partnership; (iii) valuation costs, expenses of offering Units (including expenses associated with updating the offering materials, expenses associated with printing such materials, expenses associated with subscriptions and repurchases, and travel expenses relating to the ongoing offering of Units); (iv) expenses relating to ongoing administrative, governance and compliance services necessary for the operation of BXINFRA and its Portfolio Entities (including, without limitation, (x) expenses relating to the preparation and filing of Form PF, Form 10, 1934 Act reports, reports and notices to be filed with the U.S. Commodity Futures Trading Commission, reports, filings, disclosures and notices prepared in connection with the laws and/or regulations of jurisdictions in which BXINFRA and its Portfolio Entities engages in activities and any related regulations, or the laws and/or regulations of jurisdictions in which BXINFRA engages in activities) and/or any other regulatory filings, notices or disclosures of the Investment Manager and/or its affiliates relating to BXINFRA and its activities, compensation of the Independent Directors and preparing materials and coordinating meetings of the Board of Directors, (y) expenses relating to FOIA requests and (z) compensation, overhead (including rent, office equipment and utilities) and other expenses incurred, charged or specifically attributed or allocated by the General Partner, the Investment Manager and/or their affiliates in performing administrative and/or accounting services for BXINFRA or any Portfolio Entity (including but not limited to legal and compliance, finance, accounting, operations, technology and/or technology-related services, investor relations, tax, valuation and internal audit personnel and other non-investment professionals that provide services to BXINFRA; provided, that any such expenses, fees, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services); (v) brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges and other investment costs, fees and expenses actually incurred in connection with making, holding, settling, monitoring or disposing of actual Investments (including, without limitation, any costs or expenses relating to currency conversion in the case of Investments denominated in a currency other than U.S. dollars); (vi) the cost of borrowings, guarantees and other financing (including interest, fees, related legal expenses and arrangement expenses), bank fees, expenses of loan servicers and other service providers; (vii) expenses and fees (including compensation costs) charged or specifically attributed or allocated by the General Partner and/or Investment Manager or their affiliates for data-related services provided to the Portfolio Entities or BXINFRA (including in connection with prospective Investments); provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services; (viii) fees, costs and expenses related to the organization or maintenance of any entity used to directly or indirectly acquire, hold, provide financing with respect to, or dispose of any one or more Investment(s) or otherwise facilitating BXINFRA’s investment activities, including without limitation any travel and accommodation expenses related to such entity and the salary and benefits of any personnel (including personnel of the Investment Manager or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such entity, or other overhead expenses in connection therewith; (ix) expenses associated with BXINFRA’s compliance with applicable laws and regulations; (x) any taxes (other than those specifically allocable to holders of Units) and governmental charges levied against BXINFRA; fees and costs of obtaining non-U.S. tax receipts and all expenses incurred in connection with any tax audit, investigation, settlement or review of BXINFRA; (xi) expenses and fees of any third-party advisory committees, any independent representative of BXINFRA, and any annual meeting of BXINFRA; (xii) expenses associated with auditing, research, reporting, printing, publishing and technology and technology-related services, including, without limitation, news and quotation equipment and services and data collection, preparation of any periodic reports and related statements of BXINFRA (including notices, communications, financial statements and tax returns including any tax returns or filings required to be made by BXINFRA in any jurisdictions in which any Limited Partners are resident or established) in respect of BXINFRA and its activities; (xiii) costs, fees and/or expenses associated with responding to information requests from Limited Partners and other persons; (xiv) technology-related expenses, including without limitation, costs and expenses of technology service providers and related software/hardware and market data and research utilized in connection with BXINFRA’s investment and operational activities (including internal expenses, charges and / or related costs incurred, charged or specifically attributed or allocated by BXINFRA, the Investment Manager or its affiliates in connection with such provision of services thereby); (xv) expenses relating to the maintenance of any website, data room or communication medium used in relation to BXINFRA (including for the hosting of constitutional documents or any other documents to be communicated to investors, prospective investors or third parties), expenses and any placement fees payable to a placement agent or financial intermediary in respect of the subscription by Partners admitted through a placement agent or financial intermediary (to the extent such fees or expenses are not borne by such Partners directly); (xvi) expenses for accounting and audit services (including valuation support services), account management services, corporate secretarial services, data management services, compliance with data privacy/protection policies and regulation, directorship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, asset/property management services, leasing services, transaction support services, transaction consulting services and other similar operational matters; (xvii) all fees, costs and expenses associated with the developing, negotiating, acquiring, trading, settling, holding, monitoring and disposing of Investments (including, without limitation, any legal, tax, administrative, accounting, advisory, sourcing, brokerage, custody, hedging and consulting and other similar costs and expenses in connection therewith, including travel and other similar costs and any costs and expenses in connection therewith, including travel and other related expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings (including with prospective portfolio companies or other similar companies) and any other costs and expenses associated with vehicles through which BXINFRA directly or indirectly participates in Investments); (xviii) the costs and expenses of any investigation, litigation (including discovery requests), arbitration or settlement involving BXINFRA or entities in which BXINFRA holds an Investment or otherwise relating to such Investment and the amount of any judgments, fines, remediation or settlements paid in connection therewith and any other extraordinary expenses of BXINFRA, directors and officers, liability or other insurance (including title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of ▇▇▇▇▇▇▇, in each case, to the extent not reimbursed by a Portfolio Company)such costs, as follows expenses and amounts relate to claims or matters that are otherwise entitled to indemnification under applicable law; (“Fund Expenses”): liquidation expenses of the Fund; salesxix) all fees, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred in connection with the purchase or sale of securities; costs and expenses of (i) hosting annual or special meetings of the Advisory Committee and any other expenses properly expenses, if any, incurred by or on behalf of BXINFRA in developing, negotiating and structuring prospective or potential Investments that are not ultimately made or a proposed disposition that is not actually consummated, including without limitation any legal, tax, accounting, travel, advisory, consulting, printing and other related costs and expenses and any liquidated damages, reverse termination fees and/or similar payments and commitment fees (collectively, “Broken Deal Expenses”); and (xx) organizational, offering and operating expenses of the Advisory Committee Partnership or any Feeder Funds, Parallel Funds and/or Intermediate Entities to the extent not paid by such Feeder Funds, Parallel Funds and/or Intermediate Entities or their partners, as applicable; provided, that any such expenses (including, without limitation, any Fund Expenses) may be apportioned to, and borne solely by, the investors participating in such Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities, as applicable, or be allocated among the Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities as determined by the General Partner in its reasonable discretion. (b) Fund Expenses relating to Investments shall generally be allocated among BXINFRA and Other Blackstone Accounts (including Comparable Funds) pro rata based upon their relative investment size in the Investment (and in good faith in the case of Broken Deal Expenses and related expenses for unconsummated transactions based on their relative expected investment sizes thereof). The General Partner ▇▇▇▇▇▇ agrees that it shall use commercially reasonable efforts to cause any of the Partnership’s third-party co-investors that have agreed in writing to participate in a potential Investment alongside the Partnership to bear their pro rata share of any Broken Deal Expenses. Fund Expenses may be paid out of any funds of the Partnership (or of any Feeder Funds, Parallel Funds and/or Intermediate Entities) in a manner reasonably determined by the General Partner. If the Partnership (or any Feeder Funds, Parallel Funds and/or Intermediate Entities) invests alongside or in an Other Blackstone Account, any expenses that are payable in accordance with Article 13 (Advisory Committee), and (ii) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other out-of-pocket expense (except for the costs governing terms of entertainment, including speaker fees) incurred such Other Blackstone Account shall be deemed payable by the FundPartnership (or any Feeder Funds, Parallel Funds or Intermediate Entities) pursuant to Section 4.1(a) (with respect to the Partnership’s (and/or any Feeder Funds’, Parallel Funds’ and/or Intermediate Entities’) allocable portion of such expenses). The General Partner also may cause the Partnership (and/or any Feeder Funds, Parallel Funds and/or Intermediate Entities) to borrow funds to pay Fund Expenses pursuant to Section 4.1(b). For the avoidance of doubt, the General Partner or the Fund Manager in connection with such conferences or meetings or preparation thereof; expenses associated with preparation of the Fund’s financial statements, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedules) and the Fund’s reports, including automated reports, to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting expenses of the Fund (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of the Fund and its Partners); interest expense for Credit Facilities; fees, costs and expenses incurred in connection with the investigation, evaluation, diligence (including the costs of background checks and consultants providing specialized services not ordinarily provided by the General Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs and expenses (including attorneys’ fees) relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio Investment, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreement, except as otherwise provided, fees and expenses incurred in connection with the negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, registration and other professional administrative services provided to the Fund; reasonable premiums Partnership with respect to the Administration Fee will not be duplicated as Fund Expenses. (c) Any amounts paid by BXINFRA for liability insurance or resulting from any instrument or other arrangement designed to protect the Fund and Covered Persons; costs hedge or reduce one or more risks associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related to audits of the an Investment shall be considered a Fund conducted by regulatory bodies, including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding Expense relating to such audits; the Management Fee; and Organizational Expenses to the extent provided in Section 2.5.2Investment.

Fund Expenses. (a) The Fund shall pay all of the Fund’s pro rata share (calculated in accordance with Sections 2.8 (Parallel Vehicles) and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred organizational costs and expenses of the Fund other than shall be paid by the General Partner. (b) The costs of the Public Offering will be paid from its proceeds or by the General Partner Expenses (in each caseand for the avoidance of doubt, not by deduction from the Capital Account of any Limited Partners which were Limited Partners prior to the extent not reimbursed by a Portfolio CompanyPublic Offering), as follows . (“c) The Fund Expenses”): liquidation expenses of the Fund; sales, withholding, will compensate each Independent Director for his or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred her services rendered in connection with the purchase or sale of securities; costs and expenses of (i) hosting annual or special meetings of Fund as may be agreed to by the Advisory Committee and any other expenses properly incurred by or on behalf of the Advisory Committee in accordance with Article 13 (Advisory Committee)Independent Directors, and (ii) otherwise holding meetings or conferences with investorsas described in the Private Placement Memorandum. In addition, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other the Fund will reimburse the Directors for reasonable out-of-pocket expense (except for the costs of entertainment, including speaker fees) expenses incurred by them in performing their duties with respect to the Fund, including the following: (i) fees of Independent Directors and travel expenses of Directors relating to meetings of the Board and committees thereof, and costs and expenses of holding meetings of the Board and meetings of the Partners; and (ii) any other expenses as may be approved from time to time by the Directors, other than those required to be borne by an investment adviser or the General Partner or Partner. (d) The Fund shall bear all expenses incurred in engaging in the activities of the Fund Manager as contemplated hereby, all indemnification expenses referred to in connection with such conferences or meetings or preparation thereof; Section 2.8, and all expenses associated with preparation of any nature related to the Fund’s financial statements, tax returns operations and Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedules) and the Fund’s reports, including automated reports, to the Partners business (including third party any expenses incurred for specialized assistance in connection with preparing and delivering reports regarding related to investing or trading). The operating costs paid by the Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting expenses of the Fund (including but not limited to fees for tax preparation could be significant and expenses incurred to prepare tax formsmay include trading, file tax formsfinancing, and prepare tax liability calculations on behalf of the Fund and its Partners); interest expense for Credit Facilities; feesinsurance, costs and expenses incurred in connection with the investigation, evaluation, diligence (including the costs of background checks and consultants providing specialized services not ordinarily provided by the General Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs and expenses (including attorneys’ fees) relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio Investment, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank)legal, accounting, auditing, appraisalreporting and filing costs, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreement, except as otherwise provided, well as the customary fees and expenses incurred of the Fund’s Administrator/Custodian, as well as any extraordinary expenses. (e) The Fund will also bear its brokerage commissions and other transaction fees in connection with the negotiation acquisition and maintenance disposition of Credit Facilities its positions, as well as administrative and custodian fees for the Fund’s assets. (f) The Fund and fees incurred for the review shall not bear any of the legal documents internal operating costs of Portfolio InvestmentsDeclaration (e.g., salaries, bonuses or office rent). (g) Except as otherwise set forth in this Agreement, custodial, depositary, registration and other professional services provided to the Fund; reasonable premiums for liability insurance to protect all Expenses borne by the Fund and Covered Persons; costs associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related to audits of the Fund conducted by regulatory bodies, (including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding to such audits; the Management Fee; and Organizational Expenses to the extent provided in Section 2.5.2) are paid from Available Capital.

Fund Expenses. The Fund (a) SP+ INFRA shall pay bear and be charged with all of the Fund’s pro rata share (calculated in accordance with Sections 2.8 (Parallel Vehicles) and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred costs and expenses of the Fund its operations other than General Partner Expenses (the “Fund Expenses”) (and shall promptly reimburse the General Partner, the Investment Advisor or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation: (i) any taxes and governmental charges imposed on SP+ INFRA (subject to Section 10.6); costs of obtaining non-U.S. tax receipts and all expenses incurred in connection with any tax audit, investigation, settlement or review of SP+ INFRA; (ii) fees, costs and expenses for and/or relating to attorneys, accountants, auditors, administrative agents, paying agents, depositaries, advisors (including tax advisors and senior advisors), prime brokers, deal finders, fund administrators, consultants, custodians, investment bankers, operating partners and other third-party service providers or professionals; (iii) fees, costs and expenses of third parties incurred in connection with energy, sustainability and other similar programs and initiatives with respect to SP+ INFRA; (iv) valuation costs (including expenses incurred in connection with services performed by the valuation advisor or valuation agent), expenses of offering Units (including expenses associated with updating offering materials, expenses associated with printing such materials, expenses associated with subscriptions and repurchases, expenses associated with forming, marketing and branding SP+ INFRA, allocable expenses associated with forming, marketing and branding the SP+ (or other similar wealth) platform, and travel expenses related to the ongoing offering of Units); (v) expenses relating to the administrative, governance, accounting, technology and/or technology related services and compliance-related matters and regulatory filings relating to the Partnership’s activities or that are otherwise necessary for the operation of SP+ INFRA and its Portfolio Companies (including, without limitation, (x) expenses relating to the preparation and filing of Form PF, Form ADV, Form 10, Exchange Act reports, reports to be filed with the U.S. Commodity Future Trading Commission, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which SP+ INFRA and its Portfolio Companies engage in activities and any related regulations, or the laws and/or regulations of jurisdictions in which SP+ INFRA engages in activities) and/or any other regulatory filings, notices or disclosures of the Investment Advisor and/or its Affiliates relating to SP+ INFRA and its activities, compensation of the Independent Directors and preparing materials and coordinating materials of the Board of Directors, and (y) expenses relating to FOIA requests; (vi) brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges and other investment costs, fees and expenses actually incurred in connection with making, holding, settling, monitoring or disposing of actual and potential Investments (including, without limitation, any costs and expenses arising from any foreign exchange or other currency transactions); (vii) the cost of borrowings, guarantees and other financing or credit support obligations (including interest, fees and related legal expenses and arrangements), bank fees, expenses of loan servicers, loan administrators and other service providers; (viii) fees, costs and expenses related to the organization or maintenance of any entity or other person used to directly or indirectly acquire, hold, provide financing with respect to, or dispose of any one or more Investment(s) or otherwise facilitating SP+ INFRA’s activities, including without limitation any travel and accommodation expenses related to such person and the salary and benefits of any personnel (including personnel of the Investment Advisor or its Affiliates) reasonably necessary and/or advisable for the maintenance and operation of such person, or other overhead expenses in connection therewith; (ix) expenses associated with SP+ INFRA’s compliance with applicable laws and regulations; (x) expenses and fees associated with any third-party advisory committees, the Audit Committee, the Board of Directors, any independent representatives of SP+ INFRA, and any meetings of, or conferences with, the Unitholders (including, without limitation, (1) travel, accommodation, meal, event, entertainment and other similar fees, costs and expenses in connection with meetings of the Board of Directors (including such fees, costs and expenses incurred with respect to non-Independent Directors) and (2) the fees, costs and expenses of any legal counsel or other advisors retained by, or at the direction or for the benefit of, the Board of Directors); (xi) expenses associated with auditing, research, reporting, printing and publishing, including, without limitation, news and quotation equipment and services (including other notices and communications), preparation of periodic reports and financial or other related statements, tax returns, K-1s and other communications or notices relating to SP+ INFRA; (xii) technology and technology-related expenses, including, without limitation, expenses of technology-service providers and related software/hardware and market data and research used in connection with SP+ INFRA’s investment and operational activities, as well as technology expenses relating to the oversight and management of the Partnership and its Investments, including data collection and data aggregation in respect of Portfolio Companies, and costs and expenses of electronic subscription documents and any software for monitoring risk, compliance, sector or industry research and the overall portfolio, as well as, in each case, any related development costs; (xiii) costs, fees and expenses associated with responding to information requests from Unitholders and other persons; (xiv) expenses relating to the maintenance of any website, data room or communication medium used in relating to SP+ INFRA (including for the hosting of constitutional documents or any other documents to be communicated to investors, prospective investors or third parties), expenses and any placement fees payable to a placement agent or financial intermediary in respect of the subscription by Partners admitted through a placement agent or financial intermediary (to the extent such fees or expenses are not borne by the Partnership directly); (xv) expenses for accounting and audit services (including valuation support services), account management services, corporate secretarial services, data management services, compliance with data privacy/protection policies and regulation, directorship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, asset/property management services, leasing services, transaction support services, transaction consulting services and other similar operational matters; (xvi) all fees, costs and expenses associated with the developing, negotiating, acquiring, trading, settling, holding, monitoring, financing and disposing of Investments (including, without limitation, any legal, tax, administrative, accounting, advisory, sourcing, brokerage, custody, hedging and consulting and other similar costs and expenses in connection therewith, including travel and other similar costs and any costs and expenses in connection therewith, including travel and other related expenses and any expenses related to attending retail, trade association and/or industry meetings, conferences or similar meetings (including with prospective portfolio companies or other similar companies) and any other costs and expenses associated with vehicles through which SP+ INFRA directly or indirectly participates in Investments); (xvii) the costs and expenses of any investigation, litigation (including discovery requests), arbitration or settlement involving SP+ INFRA or entities in which SP+ INFRA holds an Investment or otherwise relating to such Investment and the amount of any judgments, fines, remediation or settlements paid in connection therewith and any other extraordinary expenses of SP+ INFRA, directors and officers, liability or other insurance (including title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of SP+ INFRA, in each case, to the extent not reimbursed by a Portfolio Company)such costs, as follows expenses and amounts relate to claims or matters that are otherwise entitled to indemnification under applicable law; (“Fund Expenses”): liquidation xviii) expenses of starting-up, dissolving, winding up, liquidating and ultimately terminating SP+ INFRA; (xix) organizational, offering and operating expenses of the FundPartnership or any Feeder Funds, Parallel Funds and/or Intermediate Entities to the extent not paid by such Feeder Funds, Parallel Funds and/or Intermediate Entities or their partners or members, as applicable; salesprovided, withholdingthat any such expenses (including, without limitation, any Fund Expenses) may be apportioned to, and borne solely by, the investors participating in the Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities, as applicable, or other taxesbe allocated among the Partnership, fees or similar government charges which may be assessed against Feeder Funds, Parallel Funds and/or Intermediate Entities as determined by the Fund; commissions, brokerage fees or similar charges General Partner in its reasonable discretion; (xx) expenses incurred in connection complying with this Agreement and the purchase governing agreements of any Parallel Fund or sale of securities; costs and expenses of (i) hosting annual or special meetings of any Intermediate Entity, as well as the Advisory Committee and any other expenses properly incurred by or on behalf of the Advisory Committee in accordance with Article 13 (Advisory Committee), and (ii) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other out-of-pocket expense expenses incurred in connection with any amendments to this Agreement or the governing documents of any Parallel Fund or any Intermediate Entity (except for including any exhibits or annexes thereto), any amendments or modifications to Stonepeak’s or the Partnership’s valuation policy, any transfer, redemption or repurchase of Units (to the extent not reimbursed by the parties to any such transfer, redemption or repurchase); (xxi) expenses and fees charged or specifically attributed or allocated by the Investment Advisor or its Affiliates to provide in-house administrative, accounting (including tax services (e.g., tax compliance, tax oversight and tax structuring)), legal, hedging and currency management and transfer pricing services to SP+ INFRA and/or any Portfolio Companies, and expenses charged and/or related costs of entertainment, including speaker fees) incurred by the Partnership, any Parallel Fund, any Feeder Fund, the General Partner Intermediate Entities, the Investment Advisor or the Fund Manager its Affiliates in connection with providing such conferences or meetings or preparation thereofservices including, without limitation, compensation and other overhead allocable to such services (amounts described by this clause (xxi), collectively, “Internal Expenses”); expenses associated with preparation of provided, that the Fund’s financial statements, tax returns and General Partner determines in good faith that any such Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedules) and the Fund’s reports, including automated reports, Expenses are not greater than what would be paid to the Partners (including an unaffiliated third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Fund to Limited Partners substantially similar services; and (individually or collectivelyxxii) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting expenses of the Fund (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of the Fund and its Partners); interest expense for Credit Facilities; all fees, costs and expenses incurred in connection with the investigationa proposed Investment that is not actually made or a proposed disposition which is not actually consummated (including, evaluationfor greater certainty, diligence (including the costs any co-investors’ share of background checks and consultants providing specialized services not ordinarily provided by the General Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal any such expenses to the extent not borne paid by potential such co-investors), including travelincluding, meals and lodging/accommodations related thereto without limitation, (but w) commitment fees that become payable in connection with a proposed Investment that is not including entertainment expenses or the costs of private air travel); all feesultimately made, costs and expenses (including attorneys’ feesx) relating to litigation and threatened litigationlegal, investigation or other Proceeding involving the Fund or any Portfolio Investmenttax, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank)administrative, accounting, auditingadvisory and consulting fees and expenses, appraisaltravel and related expenses, valuation(y) printing expenses and (z) any liquidated damages, administrationforfeited deposits, consultingreverse termination fees or other similar payments with respect to the acquisition of a prospective portfolio company (collectively, legal “Broken Deal Expenses”), shall be borne by the Partnership. (b) Fund Expenses relating to Investments shall generally be allocated among SP+ INFRA and Other Stonepeak Accounts (including but not limited to all fees Comparable Funds) pro rata based upon their relative investment size in the Investment (and disbursements incurred in good faith in the case of Broken Deal Expenses and related expenses for regular maintenance or to amend this Agreement, except as otherwise unconsummated transactions based on their relative expected investment sizes thereof); provided, fees that Fund Expenses relating to Investments shall generally be allocated among SP+ INFRA and expenses incurred the Lux Fund as described in connection with the negotiation and maintenance Memorandum. Fund Expenses may be paid out of Credit Facilities for the Fund and fees incurred for the review any funds of the legal documents Partnership (or of Portfolio Investments)any Feeder Funds, custodialParallel Funds and/or Intermediate Entities) in a manner reasonably determined by the General Partner. In addition, depositary, registration and other professional services provided the General Partner may specifically allocate any Fund Expenses to the Fund; reasonable premiums for liability insurance to protect the Fund and Covered Persons; costs associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred one or related to audits more classes of the Fund conducted by regulatory bodies, including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding to such audits; the Management Fee; and Organizational Expenses Unitholders to the extent provided the General Partner determines in good faith that doing so is necessary or appropriate under the circumstances (and shall be permitted to make adjustments to Units, distributions, allocations and fundings, payments or calculations in order to give effect to the foregoing). If the Partnership (or any Feeder Funds, Parallel Funds and/or Intermediate Entities) invests alongside or in an Other Stonepeak Account, any expenses that are payable in accordance with the governing terms of such Other Stonepeak Account shall be deemed payable by the Partnership (or any Feeder Funds, Parallel Funds or Intermediate Entities) pursuant to Section 2.5.24.1(a) (with respect to the Partnership’s (and/or any Feeder Funds’, Parallel Funds’ and/or Intermediate Entities’) allocable portion of such expenses). The General Partner also may cause the Partnership (and/or any Feeder Funds, Parallel Funds and/or Intermediate Entities) to borrow funds to pay Fund Expenses pursuant to Section 4.1(b). (c) Any amounts paid by SP+ INFRA for or resulting from any instrument or other arrangement designed to hedge or reduce one or more risks associated with an Investment shall be considered a Fund Expense relating to such Investment.

Fund Expenses. The Fund (a) BXPE shall pay bear and be charged with all of the Fund’s pro rata share (calculated in accordance with Sections 2.8 (Parallel Vehicles) and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred costs and expenses of the Fund its operations other than General Partner Expenses (the “Fund Expenses”) (and shall promptly reimburse the General Partner, the Investment Manager or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation: (i) fees, costs and expenses for and/or relating to attorneys (including compensation and benefits costs specifically charged, allocated or attributed by the General Partner and/or the Investment Manager or their affiliates to BXPE or its Portfolio Entities with respect to in-house attorneys to provide transactional legal advice, tax planning and/or other related services to BXPE or its Portfolio Entities on matters related to potential or actual Investments and transactions; provided, that any such compensation costs shall not be greater than what would be paid to, or duplicative of services provided by (as determined by the General Partner in good faith), an unaffiliated third party for substantially similar advice and/or services), tax advisors, accountants, auditors, administrative agents, paying agents, advisors (including senior advisors), consultants including ESG consultants, fund administrators, depositaries and custodians, investment bankers, prime brokers and other third-party service providers or professionals; (ii) fees, costs and expenses of third parties incurred in connection with energy, sustainability and ESG-related programs and initiatives with respect to the Partnership; (iii) valuation costs, expenses of offering Units (including expenses associated with updating the offering materials, expenses associated with printing such materials, expenses associated with subscriptions and repurchases, and travel expenses relating to the ongoing offering of Units); (iv) expenses relating to ongoing administrative, governance and compliance services necessary for the operation of BXPE and its Portfolio Entities (including, without limitation, (x) expenses relating to the preparation and filing of Form PF, Form 10, 1934 Act reports, reports and notices to be filed with the U.S. Commodity Futures Trading Commission, reports, filings, disclosures and notices prepared in connection with the laws and/or regulations of jurisdictions in which BXPE and its Portfolio Entities engages in activities and any related regulations, or the laws and/or regulations of jurisdictions in which BXPE engages in activities) and/or any other regulatory filings, notices or disclosures of the Investment Manager and/or its affiliates relating to BXPE and its activities, compensation of the Independent Directors and preparing materials and coordinating meetings of the Board of Directors, and (y) compensation, overhead (including rent, office equipment and utilities) and other expenses incurred, charged or specifically attributed or allocated by the General Partner, the Investment Manager and/or their affiliates in performing administrative and/or accounting services for BXPE or any Portfolio Entity (including but not limited to legal and compliance, finance, accounting, operations, investor relations, tax, valuation and internal audit personnel and other non-investment professionals that provide services to BXPE; provided, that any such expenses, fees, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services); (v) brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges and other investment costs, fees and expenses actually incurred in connection with making, holding, settling, monitoring or disposing of actual Investments (including, without limitation, any costs or expenses relating to currency conversion in the case of Investments denominated in a currency other than U.S. dollars); (vi) the cost of borrowings, guarantees and other financing (including interest, fees, related legal expenses and arrangement expenses), bank fees, expenses of loan servicers and other service providers; (vii) expenses and fees (including compensation costs) charged or specifically attributed or allocated by the General Partner and/or Investment Manager or their affiliates for data-related services provided to the Portfolio Entities or BXPE (including in connection with prospective Investments); provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services; (viii) fees, costs and expenses related to the organization or maintenance of any entity used to directly or indirectly acquire, hold or dispose of any one or more Investment(s) or otherwise facilitating BXPE’s investment activities, including without limitation any travel and accommodation expenses related to such entity and the salary and benefits of any personnel (including personnel of the Investment Manager or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such entity, or other overhead expenses in connection therewith; (ix) expenses associated with BXPE’s compliance with applicable laws and regulations; (x) any taxes, fees, costs of obtaining non-U.S. tax receipts or other governmental charges levied against BXPE and all expenses incurred in connection with any tax audit, investigation, settlement or review of BXPE; (xi) expenses and fees of the General Partner and/or Investment Manager, any third-party advisory committees, any independent representative of BXPE, and any annual meeting of BXPE; (xii) expenses associated with auditing, research, reporting, printing, publishing and technology, including, without limitation, news and quotation equipment and services, preparation of any periodic reports and related statements of BXPE (including notices, communications, financial statements and tax returns including any tax returns or filings required to be made by BXPE in any jurisdictions in which any Limited Partners are resident or established) in respect of BXPE and its activities; (xiii) costs, fees and/or expenses associated with responding to information requests from Limited Partners and other persons; (xiv) technology-related expenses, including without limitation, costs and expenses of technology service providers and related software/hardware and market data and research utilized in connection with BXPE’s investment and operational activities (including internal expenses, charges and / or related costs incurred, charged or specifically attributed or allocated by BXPE, the Investment Manager or its affiliates in connection with such provision of services thereby); (xv) expenses relating to the maintenance of any website, data room or communication medium used in relation to BXPE (including for the hosting of constitutional documents or any other documents to be communicated to investors, prospective investors or third parties), expenses and any placement fees payable to a placement agent or financial intermediary in respect of the subscription by Partners admitted through a placement agent or financial intermediary (to the extent such fees or expenses are not borne by such Partners directly); (xvi) expenses for accounting and audit services (including valuation support services), account management services, corporate secretarial services, data management services, compliance with data privacy/protection policies and regulation, directorship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, asset/property management services, leasing services, transaction support services, transaction consulting services and other similar operational matters; (xvii) all fees, costs and expenses associated with the developing, negotiating, acquiring, trading, settling, holding, monitoring and disposing of Investments (including, without limitation, any legal, tax, administrative, accounting, advisory, sourcing, brokerage, custody, hedging and consulting and other similar costs and expenses in connection therewith, including travel and other similar costs and any costs and expenses in connection therewith, including travel and other related expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings (including with prospective portfolio companies or other similar companies) and any other costs and expenses associated with vehicles through which BXPE directly or indirectly participates in Investments); (xviii) the costs and expenses of any investigation, litigation (including discovery requests), arbitration or settlement involving BXPE or entities in which BXPE holds an Investment or otherwise relating to such Investment and the amount of any judgments, fines, remediation or settlements paid in connection therewith and any other extraordinary expenses of BXPE, directors and officers, liability or other insurance (including title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of BXPE, in each case, to the extent not reimbursed by a Portfolio Company)such costs, as follows expenses and amounts relate to claims or matters that are otherwise entitled to indemnification under applicable law; (“Fund Expenses”): liquidation expenses of the Fund; salesxix) all fees, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred in connection with the purchase or sale of securities; costs and expenses of (i) hosting annual or special meetings of the Advisory Committee and any other expenses properly expenses, if any, incurred by or on behalf of BXPE in developing, negotiating and structuring prospective or potential Investments that are not ultimately made or a proposed disposition that is not actually consummated, including without limitation any legal, tax, accounting, travel, advisory, consulting, printing and other related costs and expenses and any liquidated damages, reverse termination fees and/or similar payments and commitment fees (collectively, “Broken Deal Expenses”); and (xx) organizational, offering and operating expenses of the Advisory Committee Partnership or any Feeder Funds, Parallel Funds and/or Intermediate Entities to the extent not paid by such Feeder Funds, Parallel Funds and/or Intermediate Entities or their partners, as applicable; provided, that any such expenses (including, without limitation, any Fund Expenses) may be apportioned to, and borne solely by, the investors participating in such Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities, as applicable, or be allocated among the Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities as determined by the General Partner in its reasonable discretion. (b) Fund Expenses relating to Investments shall generally be allocated among BXPE and Other Blackstone Accounts (including Comparable Funds) pro rata based upon their relative investment size in the Investment (and in good faith in the case of Broken Deal Expenses and related expenses for unconsummated transactions based on their relative expected investment sizes thereof). The General Partner ▇▇▇▇▇▇ agrees that it shall use commercially reasonable efforts to cause any of the Partnership’s third-party co-investors that have agreed in writing to participate in a potential Investment alongside the Partnership to bear their pro rata share of any Broken Deal Expenses. Fund Expenses may be paid out of any funds of the Partnership (or of any Feeder Funds, Parallel Funds and/or Intermediate Entities) in a manner reasonably determined by the General Partner. If the Partnership (or any Feeder Funds, Parallel Funds and/or Intermediate Entities) invests alongside or in an Other Blackstone Account, any expenses that are payable in accordance with Article 13 (Advisory Committee), and (ii) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other out-of-pocket expense (except for the costs governing terms of entertainment, including speaker fees) incurred such Other Blackstone Account shall be deemed payable by the FundPartnership (or any Feeder Funds, Parallel Funds or Intermediate Entities) pursuant to Section 4.1(a) (with respect to the Partnership’s (and/or any Feeder Funds’, Parallel Funds’ and/or Intermediate Entities’) allocable portion of such expenses). The General Partner also may cause the Partnership (and/or any Feeder Funds, Parallel Funds and/or Intermediate Entities) to borrow funds to pay Fund Expenses pursuant to Section 4.1(b). For the avoidance of doubt, the General Partner or the Fund Manager in connection with such conferences or meetings or preparation thereof; expenses associated with preparation of the Fund’s financial statements, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedules) and the Fund’s reports, including automated reports, to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting expenses of the Fund (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of the Fund and its Partners); interest expense for Credit Facilities; fees, costs and expenses incurred in connection of administrative services provided with the investigation, evaluation, diligence (including the costs of background checks and consultants providing specialized services not ordinarily provided by the General Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses respect to the extent Administration Fee will not borne be duplicated as Fund Expenses. (c) Any amounts paid by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses BXPE for or the costs of private air travel); all fees, costs and expenses (including attorneys’ fees) resulting from any instrument or other arrangement designed to hedge or reduce one or more risks associated with an Investment shall be considered a Fund Expense relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio such Investment, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreement, except as otherwise provided, fees and expenses incurred in connection with the negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, registration and other professional services provided to the Fund; reasonable premiums for liability insurance to protect the Fund and Covered Persons; costs associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related to audits of the Fund conducted by regulatory bodies, including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding to such audits; the Management Fee; and Organizational Expenses to the extent provided in Section 2.5.2.

Fund Expenses. The Fund assumes and shall pay or cause to be paid all of the Fund’s pro rata share (calculated in accordance with Sections 2.8 (Parallel Vehicles) and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred costs and other expenses of the Fund other than General Partner Expenses not otherwise allocated in this Agreement, including, without limitation, third-party pricing servicing fees, organizational costs, taxes, expenses for legal and auditing services, the expenses of preparing (in each case, to the extent not reimbursed by a Portfolio Companyincluding typesetting), as follows (“Fund Expenses”): liquidation printing and mailing reports, prospectuses, statements of additional information, proxy solicitation material and notices to existing Shareholders, all expenses of the Fund; sales, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred in connection with issuing and redeeming Shares, the purchase or sale costs of securities; pricing services, the costs of custodial services, the cost of initial and expenses of (i) hosting annual or special meetings ongoing registration of the Advisory Committee Shares under Federal and any other expenses properly incurred by or on behalf of the Advisory Committee in accordance with Article 13 (Advisory Committee)state securities laws, fees and (ii) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other out-of-pocket expense (except for expenses of Directors who are not affiliated persons of the costs of entertainment, including speaker fees) incurred by the Fund, the General Partner Administrator or the Fund Manager in connection with such conferences or meetings or preparation thereof; expenses associated with preparation of the Fund’s financial statements, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedules) and the Fund’s reports, including automated reports, investment adviser to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting expenses of the Fund (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of the Fund and its Partners); interest expense for Credit Facilities; fees, costs and expenses incurred in connection with the investigation, evaluation, diligence (including the costs of background checks and consultants providing specialized services not ordinarily provided by the General Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs and expenses (including attorneys’ fees) relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio Investmentaffiliated corporation of the Administrator or the investment adviser, including indemnification the costs of Directors' meetings, insurance, interest, brokerage costs, litigation and other extraordinary or nonrecurring expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements charges of service providers to the Fund. The Fund shall also reimburse the Administrator for its reasonable out-of-pocket expenses, including all reasonable charges for SAS 70 audit charges and copying, postage, telephone, and fax charges incurred for regular maintenance or to amend this Agreementby the Administrator in the performance of its duties, except as otherwise provided, fees however, Administrator shall provide the Fund reasonable notice of its intention to recoup such expenses and provide the Fund a periodic accounting and justification of such expenses as requested by the Fund's Board of Directors. Notwithstanding the foregoing, under no circumstances shall Administrator be entitled to reimbursement for travel and lodging expenses incurred by its officers and employees in connection with the negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review attendance at meetings of the legal documents Fund's Board of Portfolio Investments), custodial, depositary, registration and other professional services provided to the Fund; reasonable premiums for liability insurance to protect the Fund and Covered Persons; costs associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related to audits of the Fund conducted by regulatory bodies, including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding to such audits; the Management Fee; and Organizational Expenses to the extent provided in Section 2.5.2.Directors

Fund Expenses. The Fund shall pay all of the Fund’s pro rata share (calculated in accordance with Sections 2.8 (Parallel Vehicles) and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred costs and expenses of the Fund other than General Partner Expenses (in each case, to the extent not reimbursed by a Portfolio Company), as follows (“Fund Expenses”): liquidation expenses of the Fund; sales, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred in connection with the purchase or sale of securities; costs and expenses of (i) hosting annual or special meetings of the Advisory Committee and any other expenses properly incurred by or on behalf of the Advisory Committee in accordance with Article 13 (Advisory Committee), and (ii) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other out-of-pocket expense (except for the costs of entertainment, including speaker fees) incurred by the Fund, the General Partner or the Fund Manager in connection with such conferences or meetings or preparation thereof; expenses associated with preparation of the Fund’s financial statements, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedules) and the Fund’s reports, including automated reports, to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting expenses of the Fund (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of the Fund and its Partners); interest expense for Credit Facilities; fees, costs and expenses incurred in connection with the investigation, evaluation, diligence (including the costs of background checks and consultants providing specialized services not ordinarily provided by the General Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs and expenses (including attorneys’ fees) relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio Investment, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreement, except as otherwise provided, fees and expenses incurred in connection with the negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, registration and other professional services provided to the Fund; reasonable premiums for liability insurance to protect the Fund and Covered Persons; costs associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related to audits of the Fund conducted by regulatory bodies, including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding to such audits; the Management Fee; and Organizational Expenses to the extent provided in Section 2.5.22.5.3.

Fund Expenses. The Fund (a) BXINFRA shall pay bear and be charged with all of the Fund’s pro rata share (calculated in accordance with Sections 2.8 (Parallel Vehicles) and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred costs and expenses of the Fund its operations other than General Partner Expenses (the “Fund Expenses”) (and shall promptly reimburse the General Partner, the Investment Manager or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation: (i) fees, costs and expenses for and/or relating to attorneys (including compensation and benefits costs specifically charged, allocated or attributed by the General Partner and/or the Investment Manager or their affiliates to BXINFRA or its Portfolio Entities with respect to in-house attorneys to provide transactional legal advice, tax planning and/or other related services to BXINFRA or its Portfolio Entities on matters related to potential or actual Investments and transactions; provided, that any such compensation costs shall not be greater than what would be paid to, or duplicative of services provided by (as determined by the General Partner in good faith), an unaffiliated third party for substantially similar advice and/or services), tax advisors, accountants, auditors, administrative agents, paying agents, advisors (including senior advisors), consultants including ESG consultants, fund administrators, depositaries and custodians, investment bankers, prime brokers and other third-party service providers or professionals; (ii) fees, costs and expenses of third parties incurred in connection with energy, sustainability and ESG-related programs and initiatives with respect to the Partnership; (iii) valuation costs and expenses of offering Units (including expenses associated with updating the offering materials, expenses associated with printing such materials, expenses associated with subscriptions and repurchases, and travel expenses relating to the ongoing offering of Units); (iv) expenses relating to ongoing administrative, governance and compliance services necessary for the operation of BXINFRA and its Portfolio Entities (including, without limitation, (x) expenses relating to the preparation and filing of Form PF, Form 10, 1934 Act reports, reports and notices to be filed with the U.S. Commodity Futures Trading Commission, reports, filings, disclosures and notices prepared in connection with the laws and/or regulations of jurisdictions in which BXINFRA and its Portfolio Entities engages in activities and any related regulations, or the laws and/or regulations of jurisdictions in which BXINFRA engages in activities) and/or any other regulatory filings, notices or disclosures of the Investment Manager and/or its affiliates relating to BXINFRA and its activities, compensation of the Independent Directors and preparing materials and coordinating meetings of the Board of Directors, (y) expenses relating to FOIA requests and (z) compensation, overhead (including rent, office equipment and utilities) and other expenses incurred, charged or specifically attributed or allocated by the General Partner, the Investment Manager and/or their affiliates in performing administrative and/or accounting services for BXINFRA or any Portfolio Entity (including but not limited to legal and compliance, finance, accounting, operations, technology and/or technology-related services, investor relations, tax, valuation and internal audit personnel and other non-investment professionals that provide services to BXINFRA; provided, that any such expenses, fees, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services); (v) brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges and other investment costs, fees and expenses actually incurred in connection with making, holding, settling, monitoring or disposing of actual Investments (including, without limitation, any costs or expenses relating to currency conversion in the case of Investments denominated in a currency other than U.S. dollars); (vi) the cost of borrowings, guarantees and other financing (including interest, fees, related legal expenses and arrangement expenses), bank fees, and expenses of loan servicers and other service providers; (vii) expenses and fees (including compensation costs) charged or specifically attributed or allocated by the General Partner and/or Investment Manager or their affiliates for data-related services provided to the Portfolio Entities or BXINFRA (including in connection with prospective Investments); provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services; (viii) fees, costs and expenses related to the organization or maintenance of any entity used to directly or indirectly acquire, hold, provide financing with respect to, or dispose of any one or more Investment(s) or otherwise facilitating BXINFRA’s investment activities, including without limitation any travel and accommodation expenses related to such entity and the salary and benefits of any personnel (including personnel of the Investment Manager or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such entity, or other overhead expenses in connection therewith; (ix) expenses associated with BXINFRA’s compliance with applicable laws and regulations; (x) any taxes (other than those specifically allocable to holders of Units) and governmental charges levied against BXINFRA; fees and costs of obtaining non-U.S. tax receipts and all expenses incurred in connection with any tax audit, investigation, settlement or review of BXINFRA; (xi) expenses and fees of any third-party advisory committees, any independent representative of BXINFRA, and any annual meeting of BXINFRA; (xii) expenses associated with auditing, research, reporting, printing, publishing and technology and technology-related services, including, without limitation, news and quotation equipment and services and data collection, preparation of any periodic reports and related statements of BXINFRA (including notices, communications, financial statements and tax returns including any tax returns or filings required to be made by BXINFRA in any jurisdictions in which any Limited Partners are resident or established) in respect of BXINFRA and its activities; (xiii) costs, fees and/or expenses associated with responding to information requests from Limited Partners and other persons; (xiv) technology-related expenses, including without limitation, costs and expenses of technology service providers and related software/hardware and market data and research utilized in connection with BXINFRA’s investment and operational activities (including internal expenses, charges and / or related costs incurred, charged or specifically attributed or allocated by BXINFRA, the Investment Manager or its affiliates in connection with such provision of services thereby); (xv) expenses relating to the maintenance of any website, data room or communication medium used in relation to BXINFRA (including for the hosting of constitutional documents or any other documents to be communicated to investors, prospective investors or third parties), expenses and any placement fees payable to a placement agent or financial intermediary in respect of the subscription by Partners admitted through a placement agent or financial intermediary (to the extent such fees or expenses are not borne by such Partners directly); (xvi) expenses for accounting and audit services (including valuation support services), account management services, corporate secretarial services, data management services, compliance with data privacy/protection policies and regulation, directorship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, asset/property management services, leasing services, transaction support services, transaction consulting services and other similar operational matters; (xvii) all fees, costs and expenses associated with the developing, negotiating, acquiring, trading, settling, holding, monitoring and disposing of Investments (including, without limitation, any legal, tax, administrative, accounting, advisory, sourcing, brokerage, custody, hedging and consulting and other similar costs and expenses in connection therewith, including travel and other similar costs and any costs and expenses in connection therewith, including travel and other related expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings (including with prospective portfolio companies or other similar companies) and any other costs and expenses associated with vehicles through which BXINFRA directly or indirectly participates in Investments); (xviii) the costs and expenses of any investigation, litigation (including discovery requests), arbitration or settlement involving BXINFRA or entities in which BXINFRA holds an Investment or otherwise relating to such Investment and the amount of any judgments, fines, remediation or settlements paid in connection therewith and any other extraordinary expenses of BXINFRA, directors and officers, liability or other insurance (including title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of BXINFRA, in each case, to the extent not reimbursed by a Portfolio Company)such costs, as follows expenses and amounts relate to claims or matters that are otherwise entitled to indemnification under applicable law; (“Fund Expenses”): liquidation expenses of the Fund; salesxix) all fees, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred in connection with the purchase or sale of securities; costs and expenses of (i) hosting annual or special meetings of the Advisory Committee and any other expenses properly expenses, if any, incurred by or on behalf of BXINFRA in developing, negotiating and structuring prospective or potential Investments that are not ultimately made or a proposed disposition that is not actually consummated, including without limitation any legal, tax, accounting, travel, advisory, consulting, printing and other related costs and expenses and any liquidated damages, reverse termination fees and/or similar payments and commitment fees (collectively, “Broken Deal Expenses”); and (xx) organizational, offering and operating expenses of the Advisory Committee Partnership or any Feeder Funds, Parallel Funds and/or Intermediate Entities to the extent not paid by such Feeder Funds, Parallel Funds and/or Intermediate Entities or their partners, as applicable; provided, that any such expenses (including, without limitation, any Fund Expenses) may be apportioned to, and borne solely by, the investors participating in such Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities, as applicable, or be allocated among the Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities as determined by the General Partner in its reasonable discretion. (b) Fund Expenses relating to Investments shall generally be allocated among BXINFRA and Other Blackstone Accounts (including Comparable Funds) pro rata based upon their relative investment size in the Investment (and in good faith in the case of Broken Deal Expenses and related expenses for unconsummated transactions based on their relative expected investment sizes thereof). The General Partner ▇▇▇▇▇▇ agrees that it shall use commercially reasonable efforts to cause any of the Partnership’s third-party co-investors that have agreed in writing to participate in a potential Investment alongside the Partnership to bear their pro rata share of any Broken Deal Expenses. Fund Expenses may be paid out of any funds of the Partnership (or of any Feeder Funds, Parallel Funds and/or Intermediate Entities) in a manner reasonably determined by the General Partner. If the Partnership (or any Feeder Funds, Parallel Funds and/or Intermediate Entities) invests alongside or in an Other Blackstone Account, any expenses that are payable in accordance with Article 13 (Advisory Committee), and (ii) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other out-of-pocket expense (except for the costs governing terms of entertainment, including speaker fees) incurred such Other Blackstone Account shall be deemed payable by the FundPartnership (or any Feeder Funds, Parallel Funds or Intermediate Entities) pursuant to Section 4.1(a) (with respect to the Partnership’s (and/or any Feeder Funds’, Parallel Funds’ and/or Intermediate Entities’) allocable portion of such expenses). The General Partner also may cause the Partnership (and/or any Feeder Funds, Parallel Funds and/or Intermediate Entities) to borrow funds to pay Fund Expenses pursuant to Section 4.1(b). For the avoidance of doubt, the General Partner or the Fund Manager in connection with such conferences or meetings or preparation thereof; expenses associated with preparation of the Fund’s financial statements, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedules) and the Fund’s reports, including automated reports, to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting expenses of the Fund (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of the Fund and its Partners); interest expense for Credit Facilities; fees, costs and expenses incurred in connection with the investigation, evaluation, diligence (including the costs of background checks and consultants providing specialized services not ordinarily provided by the General Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs and expenses (including attorneys’ fees) relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio Investment, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreement, except as otherwise provided, fees and expenses incurred in connection with the negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, registration and other professional administrative services provided to the Fund; reasonable premiums Partnership with respect to the Administration Fee will not be duplicated as Fund Expenses. (c) Any amounts paid by BXINFRA for liability insurance or resulting from any instrument or other arrangement designed to protect the Fund and Covered Persons; costs hedge or reduce one or more risks associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related to audits of the an Investment shall be considered a Fund conducted by regulatory bodies, including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding Expense relating to such audits; the Management Fee; and Organizational Expenses to the extent provided in Section 2.5.2Investment.

Fund Expenses. The Fund (a) SP+ INFRA shall pay bear and be charged with all of the Fund’s pro rata share (calculated in accordance with Sections 2.8 (Parallel Vehicles) and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred costs and expenses of the Fund its operations other than General Partner Expenses (in each casethe “Fund Expenses”) (and shall promptly reimburse the General Partner, the Investment Advisor or its Affiliates, as the case may be, to the extent not reimbursed that any of such costs and expenses are paid by a Portfolio Companysuch entities), as follows including, without limitation: (“Fund Expenses”): liquidation i) any taxes and governmental charges imposed on SP+ INFRA (subject to Section 10.6); costs of obtaining non-U.S. tax receipts and all expenses of the Fund; sales, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred in connection with the purchase any tax audit, investigation, settlement or sale review of securitiesSP+ INFRA; (ii) fees, costs and expenses for and/or relating to attorneys, accountants, auditors, administrative agents, paying agents, depositaries, advisors (including tax advisors and senior advisors), prime brokers, deal finders, fund administrators, consultants, custodians, investment bankers, operating partners and other third-party service providers or professionals; (iii) fees, costs and expenses of third parties incurred in connection with energy, sustainability and other similar programs and initiatives with respect to SP+ INFRA; (iiv) hosting annual valuation costs (including expenses incurred in connection with services performed by the valuation advisor or special meetings of the Advisory Committee and any other expenses properly incurred by or on behalf of the Advisory Committee in accordance with Article 13 (Advisory Committeevaluation agent), and expenses of offering Units (ii) otherwise holding meetings or conferences including expenses associated with investorsupdating offering materials, expenses associated with meeting venue, meeting printing such materials, meeting supplies expenses associated with subscriptions and redemptions, expenses associated with forming, marketing and branding SP+ INFRA, allocable expenses associated with forming, marketing and branding the SP+ (or other similar wealth) platform, and travel expenses related to the ongoing offering of Units); (v) expenses relating to the administrative, governance, accounting, technology and/or technology related services and compliance-related matters and regulatory filings relating to the Partnership’s activities or that are otherwise necessary for the operation of SP+ INFRA and its Portfolio Companies (including, without limitation, (x) expenses relating to the preparation and filing of Form PF, Form ADV, Form 10, Exchange Act reports, reports to be filed with the U.S. Commodity Future Trading Commission, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which SP+ INFRA and its Portfolio Companies engage in activities and any related regulations, or the laws and/or regulations of jurisdictions in which SP+ INFRA engages in activities) and/or any other regulatory filings, notices or disclosures of the Investment Advisor and/or its Affiliates relating to SP+ INFRA and its activities, compensation of the Independent Directors and preparing materials and coordinating materials of the Board of Directors, and (y) expenses relating to FOIA requests; (vi) brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges and other investment costs, fees and expenses actually incurred in connection with making, holding, settling, monitoring or disposing of 33 actual and potential Investments (including, without limitation, any costs and expenses arising from any foreign exchange or other currency transactions); (vii) the cost of borrowings, guarantees and other financing or credit support obligations (including interest, fees and related legal expenses and arrangements), bank fees, expenses of loan servicers, loan administrators and other service providers; (viii) fees, costs and expenses related to the organization or maintenance of any entity or other person used to directly or indirectly acquire, hold, provide financing with respect to, or dispose of any one or more Investment(s) or otherwise facilitating SP+ INFRA’s activities, including without limitation any travel and accommodation expenses related to such person and the salary and benefits of any personnel (including personnel of the Investment Advisor or its Affiliates) reasonably necessary and/or advisable for the maintenance and operation of such person, or other overhead expenses in connection therewith; (ix) expenses associated shipping costs)with SP+ INFRA’s compliance with applicable laws and regulations; (x) expenses and fees associated with any third-party advisory committees, the Audit Committee, the Board of Directors, any independent representatives of SP+ INFRA, and any other out-meetings of-pocket expense (except for the costs of entertainment, including speaker fees) incurred by the Fundor conferences with, the General Partner or the Fund Manager Unitholders (including, without limitation, (1) travel, accommodation, meal, event, entertainment and other similar fees, costs and expenses in connection with such conferences or meetings or preparation thereof; expenses associated with preparation of the Fund’s financial statements, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedules) and the Fund’s reports, including automated reports, to the Partners Board of Directors (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting expenses of the Fund (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of the Fund and its Partners); interest expense for Credit Facilities; such fees, costs and expenses incurred in connection with respect to non-Independent Directors) and (2) the investigation, evaluation, diligence (including the costs of background checks and consultants providing specialized services not ordinarily provided by the General Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs and expenses of any legal counsel or other advisors retained by, or at the direction or for the benefit of, the Board of Directors); (xi) expenses associated with auditing, research, reporting, printing and publishing, including, without limitation, news and quotation equipment and services (including attorneys’ fees) other notices and communications), preparation of periodic reports and financial or other related statements, tax returns, K-1s and other communications or notices relating to litigation SP+ INFRA; (xii) technology and threatened litigationtechnology-related expenses, investigation or other Proceeding involving including, without limitation, expenses of technology-service providers and related software/hardware and market data and research used in connection with SP+ INFRA’s investment and operational activities, as well as technology expenses relating to the Fund or any Portfolio Investmentoversight and management of the Partnership and its Investments, including indemnification expenses; feesdata collection and data aggregation in respect of Portfolio Companies, and costs and expenses attributable to normal of electronic subscription documents and extraordinary bankingany software for monitoring risk, investment bankingcompliance, commercial banking sector or industry research and the overall portfolio, as well as, in each case, any related development costs; (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreement, except as otherwise providedxiii) costs, fees and expenses incurred in connection associated with responding to information requests from Unitholders and other persons; (xiv) expenses relating to the negotiation and maintenance of Credit Facilities any website, data room or communication medium used in relating to SP+ INFRA (including for the hosting of (b) Fund Expenses relating to Investments shall generally be allocated among SP+ INFRA and fees incurred Other Stonepeak Accounts (including Comparable Funds) pro rata based upon their relative investment size in the Investment (and in good faith in the case of Broken Deal Expenses and related expenses for unconsummated transactions based on their relative expected investment sizes thereof); provided, that Fund Expenses relating to Investments shall generally be allocated among SP+ INFRA and the review Lux Fund as described in the Memorandum. Fund Expenses may be paid out of any funds of the legal documents Partnership (or of Portfolio Investments)any Feeder Funds, custodialParallel Funds and/or Intermediate Entities) in a manner reasonably determined by the General Partner. In addition, depositary, registration and other professional services provided the General Partner may specifically allocate any Fund Expenses to the Fund; reasonable premiums for liability insurance to protect the Fund and Covered Persons; costs associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred one or related to audits more classes of the Fund conducted by regulatory bodies, including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding to such audits; the Management Fee; and Organizational Expenses Unitholders to the extent provided the General Partner determines in Section 2.5.2good faith that doing so is necessary or appropriate under the circumstances (and shall be permitted to make adjustments to (c) Any amounts paid by SP+ INFRA for or resulting from any instrument or other arrangement designed to hedge or reduce one or more risks associated with an Investment shall be considered a Fund Expense relating to such Investment.

Fund Expenses. The Fund shall will be responsible for, and pay (or reimburse the Manager for), all of expenses incurred by the Fund’s pro rata share , (calculated the “Fund Expenses”) that are not paid or reimbursed by a third–party pursuant to the terms of an Investment including, without limitation: (i) Organizational Expenses; (ii) Management Fees as specified in accordance Section 8.2; (iii) all expenses incurred in connection with Sections 2.8 (Parallel Vehicles) Fund operations, including, without limitation, all expenses incurred with the purchase, holding, sale or proposed sale of any Investments including, without limitation, all travel-related expenses and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred all third party out-of-pocket costs and expenses of custodians, paying agents, registrars, counsel, independent accountants, tax preparation, and others; (iv) legal, accounting, tax preparation and other specialized consulting or professional services including environmental, engineering, architectural, and other building trades and inspection services, due diligence costs, title fees, escrow fees, closing fees, and other expenses that the Fund other than General Partner Expenses Manager would not normally be expected to render with its own professional staff; (in each case, to the extent not reimbursed by a Portfolio Company), as follows (“Fund Expenses”): liquidation expenses of the Fund; sales, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges v) all third-party costs incurred in connection with the purchase preparation of or sale relating to reports made to the Members; (vi) all costs related to litigation involving the Fund, directly or indirectly, including, without limitation, attorneys' fees incurred in connection therewith; (vii) all costs related to the Fund's indemnification obligations set forth in Section 11; (viii) the costs of securities; costs any litigation, director and expenses of (i) hosting annual officer liability or special meetings other insurance and indemnification or extraordinary expense or liability relating to the affairs of the Advisory Committee and any other expenses properly incurred by or on behalf of the Advisory Committee in accordance with Article 13 Fund; (Advisory Committee), and (iiix) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other all unreimbursed out-of-pocket expense (except for the costs of entertainmentexpenses relating to transactions that are not consummated including legal, including speaker fees) accounting and consulting fees and all extraordinary professional fees incurred by the Fund, the General Partner or the Fund Manager in connection with such conferences the business or meetings or preparation thereof; expenses associated with preparation management of the Fund’s financial statements, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s ; (or additional or similar tax-related schedulesx) and all expenses of liquidating the Fund’s reports; and (xi) any taxes, including automated reports, to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually fees or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting expenses of the Fund (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of governmental charges levied against the Fund and its Partners); interest expense for Credit Facilities; fees, costs and all expenses incurred in connection with the any tax audit, investigation, evaluationsettlement or review of the Fund. Fund Expenses do not include, diligence (including and the costs of background checks and consultants providing specialized services Fund will not ordinarily provided by the General Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all feespay, costs associated with the Manager’s personnel, overhead and expenses (including attorneys’ fees) relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio Investment, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreementprofit, except as otherwise such items may be included in the Management Fees; provided, fees and expenses incurred in connection with the negotiation and maintenance of Credit Facilities however, that, for administrative convenience, the Fund may lease certain employees from the Manager and, in such event, the Fund shall reimburse the Manager for all W-2 wages, deferred compensation and fees incurred employee benefits paid to the employees leased by the Fund. To the extent that the Fund reimburses the Manager for W-2 wages paid to the review of employees leased by the legal documents of Portfolio InvestmentsFund (the “Fund Employee Expense”), custodial, depositary, registration and other professional services provided to the Fund; reasonable premiums for liability insurance to protect the Fund (and Covered Persons; costs associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related not the Manager) shall be entitled to audits claim such W-2 wages for purposes of the Fund conducted Section 1.99A-2(b)(2)(ii) where wages are paid by regulatory bodies, including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding to such audits; the Management Fee; and Organizational Expenses to the extent provided in Section 2.5.2a person other than an employee’s common law employer.

Fund Expenses. The Fund (a) BXHF shall pay bear and be charged with all of the Fund’s pro rata share (calculated in accordance with Sections 2.8 (Parallel Vehicles) and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred costs and expenses of the Fund its operations other than General Partner Expenses (the “Fund Expenses”) (and shall promptly reimburse the General Partner, the Investment Manager or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation: (i) fees, costs and expenses for and/or relating to attorneys (including compensation costs specifically charged, allocated or attributed by the General Partner and/or Investment Manager or their Affiliates to BXHF or its Portfolio Entities with respect to in-house attorneys to provide transactional legal advice, tax planning and/or other related services to BXHF or its Portfolio Entities on matters related to potential or actual Investments and transactions); provided, that any such compensation costs shall not be greater than what would be paid to, or duplicative of services provided by (as determined by the General Partner in good faith), an unaffiliated third party for substantially similar advice and/or services, tax advisors, accountants, auditors, administrative agents, paying agents, advisors (including senior advisors), appraisers, fund administrators, depositaries and custodians, investment bankers, prime brokers and other third-party service providers or professionals; (ii) valuation costs and expenses of offering Units (including expenses associated with updating the offering materials, expenses associated with printing such materials, expenses associated with subscriptions and redemptions, and travel expenses relating to the ongoing offering of Units); (iii) expenses relating to ongoing administrative, governance and compliance services necessary for the operation of BXHF and its Portfolio Entities (including, without limitation, (x) expenses relating to the preparation and filing of Form PF, Exchange Act filings, reports and notices to be filed with the U.S. Commodity Futures Trading Commission, reports, filings, disclosures and notices prepared in connection with the laws and/or regulations of jurisdictions in which BXHF engages in activities and any related regulations, or the laws and/or regulations of jurisdictions in which BXHF engages in activities) and/or any other regulatory filings, notices or disclosures of the Investment Manager and/or its Affiliates relating to BXHF and their activities, compensation of the Independent Directors and preparing materials and coordinating meetings of the Board of Directors, (y) expenses relating to FOIA requests and (z) compensation, overhead (including rent, office equipment and utilities) and other expenses incurred, charged or specifically attributed or allocated by the General Partner, the Investment Manager and/or their Affiliates in performing administrative and/or accounting services for BXHF or any Portfolio Entity (including but not limited to legal and compliance, finance, accounting, operations, technology and/or technology-related services to BXHF, investor relations, tax, valuation and internal audit personnel and other non-investment professionals that provide services to BXHF; (iv) brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges and other investment costs, fees and expenses actually incurred in connection with making, holding, settling, monitoring or disposing of actual Investments (including, without limitation, any costs or expenses relating to currency conversion in the case of Investments denominated in a currency other than U.S. dollars); (v) the cost of borrowings, guarantees and other financing (including interest, credit facility fees, other fees, related legal expenses and arrangement expenses), bank fees, and expenses of loan servicers and other service providers; (vi) expenses and fees (including compensation costs) charged or specifically attributed or allocated by the General Partner and/or Investment Manager or their Affiliates for data-related services provided to the Portfolio Entities or BXHF (including in connection with prospective Investments); (vii) fees, costs and expenses related to the organization or maintenance of any entity used to directly or indirectly acquire, hold, provide financing with respect to, or dispose of any one or more Investment(s) or otherwise facilitating BXHF’s investment activities, including without limitation any travel and accommodation expenses related to such entity and the salary and benefits of any personnel (including personnel of the Investment Manager or its Affiliates) reasonably necessary and/or advisable for the maintenance and operation of such entity, or other overhead expenses in connection therewith; (viii) expenses associated with BXHF’s compliance with applicable laws and regulations; (ix) organizational, offering and operating expenses of the Partnership, Feeder Vehicles, Parallel Funds and/or Intermediate Entities to the extent not paid by such Feeder Vehicles, Parallel Funds and/or Intermediate Entities or their partners, as applicable; provided, that any such expenses (including, without limitation, any Fund Expenses) may be apportioned to, and borne solely by, the investors participating in such Partnership, Feeder Vehicles, Parallel Funds and/or Intermediate Entities, as applicable, or be allocated among the Partnership, Feeder Vehicles, Parallel Funds and/or Intermediate Entities as determined by the General Partner in its reasonable discretion; (x) any taxes (other than those specifically allocable to a Limited Partner) and governmental charges levied against BXHF; (xi) fees and costs of obtaining non-U.S. tax receipts; (xii) all expenses incurred in connection with any tax audit, investigation, settlement or review of BXHF; (xiii) expenses and fees of any third-party advisory committees, any independent representative of BXHF, and any annual meeting of BXHF; (xiv) expenses associated with auditing, preparation and delivery of internal control reports, research, reporting, printing, publishing, technology and technology-related services, including, without limitation, news and quotation equipment, aggregation fees and services and data collection, preparation of BXHF’s periodic reports and related statements (including notices, communications, financial statements and tax returns including any tax returns or filings required to be made by BXHF in any jurisdictions in which any Limited Partners are resident or established) in respect of BXHF and its activities; (xv) costs, fees and/or expenses associated with responding to information requests from Limited Partners and other persons; (xvi) costs and expenses of technology service providers and related software/hardware and market data and research utilized in connection with BXHF’s investment and operational activities (including third-party trade surveillance and monitoring software and internal expenses, charges and / or related costs incurred, charged or specifically attributed or allocated by BXHF, the Investment Manager or its Affiliates in connection with such provision of services thereby); (xvii) expenses relating to the maintenance of any website, data room or communication medium used in relation to BXHF (including for the hosting of constitutional documents or any other documents to be communicated to investors, prospective investors or third parties); (xviii) expenses and any placement fees payable to a placement agent or financial intermediary in respect of the subscription by Partners admitted through a placement agent or financial intermediary (to the extent such fees or expenses are not borne by such Partners directly); (xix) expenses for accounting and audit services (including valuation support services), account management services, corporate secretarial services, data management services, compliance with data privacy/protection policies and regulation, directorship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, asset/property management services, leasing services, transaction support services, transaction consulting services and other similar operational matters; (xx) all fees, costs and expenses associated with the developing, negotiating, acquiring, trading, settling, holding, monitoring and disposing of Investments (including, without limitation, any legal, tax, administrative, accounting, advisory, sourcing, brokerage, custody, hedging, consulting, proxy voting and securities class action processing expenses and other similar costs and expenses in connection therewith, including travel and other similar costs and any costs and expenses in connection therewith, including travel and other related expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings (including with prospective portfolio companies or other similar companies) and any other costs and expenses associated with vehicles through which BXHF directly or indirectly participate in Investments); (xxi) the costs and expenses of any investigation, litigation (including discovery requests), arbitration or settlement involving BXHF or entities in which BXHF holds an Investment or otherwise relating to such Investment and the amount of any judgments, fines, remediation or settlements paid in connection therewith and any other extraordinary expenses of BXHF, and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of BXHF, in each case, to the extent not reimbursed by a Portfolio Company)such costs, as follows expenses and amounts relate to claims or matters that are otherwise entitled to indemnification under applicable law; (“Fund Expenses”): liquidation expenses of the Fund; salesxxii) directors and officers, withholding, liability or other taxesinsurance (including expenses for insurance acquired specifically for BXHF, fees or similar government charges which may be assessed against the Fundand/or a portion of expenses related to any “umbrella” policies maintained by Blackstone and/or Blackstone’s multi-asset investing division); commissionsand (xxiii) all fees, brokerage fees or similar charges incurred in connection with the purchase or sale of securities; costs and expenses of (i) hosting annual or special meetings of the Advisory Committee and any other expenses properly expenses, if any, incurred by or on behalf of BXHF in developing, negotiating and structuring prospective or potential Investments that are not ultimately made or a proposed disposition that is not actually consummated, including without limitation any legal, tax, accounting, travel, advisory, consulting, printing and other related costs and expenses and any liquidated damages, reverse termination fees and/or similar payments and commitment fees (collectively, “Broken Deal Expenses”). (b) Fund Expenses relating to Investments shall generally be allocated among BXHF and Other Blackstone Accounts (including Comparable Funds) pro rata based upon their relative investment size in the Advisory Committee Investment (and in good faith in the case of Broken Deal Expenses and related expenses for unconsummated transactions based on their relative expected investment sizes thereof). Fund Expenses may be paid out of any funds of the Partnership (or of any Feeder Vehicles, Parallel Funds and/or Intermediate Entities) in a manner reasonably determined by the General Partner. If the Partnership (or any Feeder Vehicles, Parallel Funds and/or Intermediate Entities) invests alongside or in an Other Blackstone Account, any expenses that are payable in accordance with Article 13 (Advisory Committee), and (ii) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other out-of-pocket expense (except for the costs governing terms of entertainment, including speaker fees) incurred such Other Blackstone Account shall be deemed payable by the FundPartnership (or any Feeder Vehicles, Parallel Funds or Intermediate Entities) pursuant to Section 4.1(a) (with respect to the Partnership’s (and/or any Feeder Vehicles’, Parallel Funds’ and/or Intermediate Entities’) allocable portion of such expenses). The General Partner also may cause the Partnership (and/or any Feeder Vehicles, Parallel Funds and/or Intermediate Entities) to borrow funds to pay Fund Expenses pursuant to Section 4.1(b). For the avoidance of doubt, the General Partner or the Fund Manager in connection with such conferences or meetings or preparation thereof; expenses associated with preparation of the Fund’s financial statements, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedules) and the Fund’s reports, including automated reports, to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting expenses of the Fund (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of the Fund and its Partners); interest expense for Credit Facilities; fees, costs and expenses incurred in connection with the investigation, evaluation, diligence (including the costs of background checks and consultants providing specialized services not ordinarily provided by the General Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs and expenses (including attorneys’ fees) relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio Investment, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreement, except as otherwise provided, fees and expenses incurred in connection with the negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, registration and other professional administrative services provided to the Fund; reasonable premiums Partnership with respect to the Administration Fee will not be duplicated as Fund Expenses. (c) Any amounts paid by BXHF for liability insurance or resulting from any instrument or other arrangement designed to protect the Fund and Covered Persons; costs hedge or reduce one or more risks associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related to audits of the an Investment shall be considered a Fund conducted by regulatory bodies, including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding Expense relating to such audits; the Management Fee; and Organizational Expenses to the extent provided in Section 2.5.2Investment.

Fund Expenses. The Fund (a) BXINFRA shall pay bear and be charged with all of the Fund’s pro rata share (calculated in accordance with Sections 2.8 (Parallel Vehicles) and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred costs and expenses of the Fund its operations other than General Partner Expenses (the “Fund Expenses”) (and shall promptly reimburse the General Partner, the Investment Manager or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation: (i) fees, costs and expenses for and/or relating to attorneys (including compensation and benefits costs specifically charged, allocated or attributed by the General Partner and/or the Investment Manager or their affiliates to BXINFRA or its Portfolio Entities with respect to in-house attorneys to provide transactional legal advice, tax planning and/or other related services to BXINFRA or its Portfolio Entities on matters related to potential or actual Investments and transactions; provided, that any such compensation costs shall not be greater than what would be paid to, or duplicative of services provided by (as determined by the General Partner in good faith), an unaffiliated third party for substantially similar advice and/or services), tax advisors, accountants, auditors, administrative agents, paying agents, advisors (including senior advisors), consultants including ESG consultants, fund administrators, depositaries and custodians, investment bankers, prime brokers and other third-party service providers or professionals; (ii) fees, costs and expenses of third parties incurred in connection with energy, sustainability and ESG-related programs and initiatives with respect to the Partnership; (iii) valuation costs and expenses of offering Units (including expenses associated with updating the offering materials, expenses associated with printing such materials, expenses associated with subscriptions and redemptions, and travel expenses relating to the ongoing offering of Units); (iv) expenses relating to ongoing administrative, governance and compliance services necessary for the operation of BXINFRA and its Portfolio Entities (including, without limitation, (x) expenses relating to the preparation and filing of Form PF, Form 10, 1934 Act reports, reports and notices to be filed with the U.S. Commodity Futures Trading Commission, reports, filings, disclosures and notices prepared in connection with the laws and/or regulations of jurisdictions in which BXINFRA and its Portfolio Entities engages in activities and any related regulations, or the laws and/or regulations of jurisdictions in which BXINFRA engages in activities) and/or any other regulatory filings, notices or disclosures of the Investment Manager and/or its affiliates relating to BXINFRA and its activities, compensation of the Independent Directors and preparing materials and coordinating meetings of the Board of Directors, (y) expenses relating to FOIA requests and (z) compensation, overhead (including rent, office equipment and utilities) and other expenses incurred, charged or specifically attributed or allocated by the General Partner, the Investment Manager and/or their affiliates in performing administrative and/or accounting services for BXINFRA or any Portfolio Entity (including but not limited to legal and compliance, finance, accounting, operations, technology and/or technology-related services, investor relations, tax, valuation and internal audit personnel and other non-investment professionals that provide services to BXINFRA; provided, that any such expenses, fees, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services); (v) brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges and other investment costs, fees and expenses actually incurred in connection with making, holding, settling, monitoring or disposing of actual Investments (including, without limitation, any costs or expenses relating to currency conversion in the case of Investments denominated in a currency other than U.S. dollars); (vi) the cost of borrowings, guarantees and other financing (including interest, fees, related legal expenses and arrangement expenses), bank fees, and expenses of loan servicers and other service providers; (vii) expenses and fees (including compensation costs) charged or specifically attributed or allocated by the General Partner and/or Investment Manager or their affiliates for data-related services provided to the Portfolio Entities or BXINFRA (including in connection with prospective Investments); provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services; (viii) fees, costs and expenses related to the organization or maintenance of any entity used to directly or indirectly acquire, hold, provide financing with respect to, or dispose of any one or more Investment(s) or otherwise facilitating BXINFRA’s investment activities, including without limitation any travel and accommodation expenses related to such entity and the salary and benefits of any personnel (including personnel of the Investment Manager or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such entity, or other overhead expenses in connection therewith; (ix) expenses associated with BXINFRA’s compliance with applicable laws and regulations; (x) any taxes (other than those specifically allocable to holders of Units) and governmental charges levied against BXINFRA; fees and costs of obtaining non-U.S. tax receipts and all expenses incurred in connection with any tax audit, investigation, settlement or review of BXINFRA; (xi) expenses and fees of any third-party advisory committees, any independent representative of BXINFRA, and any annual meeting of BXINFRA; (xii) expenses associated with auditing, research, reporting, printing, publishing and technology and technology-related services, including, without limitation, news and quotation equipment and services and data collection, preparation of any periodic reports and related statements of BXINFRA (including notices, communications, financial statements and tax returns including any tax returns or filings required to be made by BXINFRA in any jurisdictions in which any Limited Partners are resident or established) in respect of BXINFRA and its activities; (xiii) costs, fees and/or expenses associated with responding to information requests from Limited Partners and other persons; (xiv) technology-related expenses, including without limitation, costs and expenses of technology service providers and related software/hardware and market data and research utilized in connection with BXINFRA’s investment and operational activities (including internal expenses, charges and / or related costs incurred, charged or specifically attributed or allocated by BXINFRA, the Investment Manager or its affiliates in connection with such provision of services thereby); (xv) expenses relating to the maintenance of any website, data room or communication medium used in relation to BXINFRA (including for the hosting of constitutional documents or any other documents to be communicated to investors, prospective investors or third parties); (xvi) expenses and any placement fees payable to a placement agent or financial intermediary in respect of the subscription by Partners admitted through a placement agent or financial intermediary (to the extent such fees or expenses are not borne by such Partners directly); (xvii) expenses for accounting and audit services (including valuation support services), account management services, corporate secretarial services, data management services, compliance with data privacy/protection policies and regulation, directorship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, asset/property management services, leasing services, transaction support services, transaction consulting services and other similar operational matters; (xviii) all fees, costs and expenses associated with the developing, negotiating, acquiring, trading, settling, holding, monitoring and disposing of Investments (including, without limitation, any legal, tax, administrative, accounting, advisory, sourcing, brokerage, custody, hedging and consulting and other similar costs and expenses in connection therewith, including travel and other similar costs and any costs and expenses in connection therewith, including travel and other related expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings (including with prospective portfolio companies or other similar companies) and any other costs and expenses associated with vehicles through which BXINFRA directly or indirectly participates in Investments); (xix) the costs and expenses of any investigation, litigation (including discovery requests), arbitration or settlement involving BXINFRA or entities in which BXINFRA holds an Investment or otherwise relating to such Investment and the amount of any judgments, fines, remediation or settlements paid in connection therewith and any other extraordinary expenses of BXINFRA, directors and officers, liability or other insurance (including title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of ▇▇▇▇▇▇▇, in each case, to the extent not reimbursed by a Portfolio Company)such costs, as follows expenses and amounts relate to claims or matters that are otherwise entitled to indemnification under applicable law; (“Fund Expenses”): liquidation expenses of the Fund; salesxx) all fees, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred in connection with the purchase or sale of securities; costs and expenses of (i) hosting annual or special meetings of the Advisory Committee and any other expenses properly expenses, if any, incurred by or on behalf of BXINFRA in developing, negotiating and structuring prospective or potential Investments that are not ultimately made or a proposed disposition that is not actually consummated, including without limitation any legal, tax, accounting, travel, advisory, consulting, printing and other related costs and expenses and any liquidated damages, reverse termination fees and/or similar payments and commitment fees (collectively, “Broken Deal Expenses”); and (xxi) organizational, offering and operating expenses of the Advisory Committee Partnership or any Feeder Funds, Parallel Funds and/or Intermediate Entities to the extent not paid by such Feeder Funds, Parallel Funds and/or Intermediate Entities or their partners, as applicable; provided, that any such expenses (including, without limitation, any Fund Expenses) may be apportioned to, and borne solely by, the investors participating in such Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities, as applicable, or be allocated among the Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities as determined by the General Partner in its reasonable discretion. (b) Fund Expenses relating to Investments shall generally be allocated among BXINFRA and Other Blackstone Accounts (including Comparable Funds) pro rata based upon their relative investment size in the Investment (and in good faith in the case of Broken Deal Expenses and related expenses for unconsummated transactions based on their relative expected investment sizes thereof). The General Partner ▇▇▇▇▇▇ agrees that it shall use commercially reasonable efforts to cause any of the Partnership’s third-party co-investors that have agreed in writing to participate in a potential Investment alongside the Partnership to bear their pro rata share of any Broken Deal Expenses. Fund Expenses may be paid out of any funds of the Partnership (or of any Feeder Funds, Parallel Funds and/or Intermediate Entities) in a manner reasonably determined by the General Partner. If the Partnership (or any Feeder Funds, Parallel Funds and/or Intermediate Entities) invests alongside or in an Other Blackstone Account, any expenses that are payable in accordance with Article 13 (Advisory Committee), and (ii) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other out-of-pocket expense (except for the costs governing terms of entertainment, including speaker fees) incurred such Other Blackstone Account shall be deemed payable by the FundPartnership (or any Feeder Funds, Parallel Funds or Intermediate Entities) pursuant to Section 4.1(a) (with respect to the Partnership’s (and/or any Feeder Funds’, Parallel Funds’ and/or Intermediate Entities’) allocable portion of such expenses). The General Partner also may cause the Partnership (and/or any Feeder Funds, Parallel Funds and/or Intermediate Entities) to borrow funds to pay Fund Expenses pursuant to Section 4.1(b). For the avoidance of doubt, the General Partner or the Fund Manager in connection with such conferences or meetings or preparation thereof; expenses associated with preparation of the Fund’s financial statements, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedules) and the Fund’s reports, including automated reports, to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting expenses of the Fund (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of the Fund and its Partners); interest expense for Credit Facilities; fees, costs and expenses incurred in connection with the investigation, evaluation, diligence (including the costs of background checks and consultants providing specialized services not ordinarily provided by the General Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs and expenses (including attorneys’ fees) relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio Investment, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreement, except as otherwise provided, fees and expenses incurred in connection with the negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, registration and other professional administrative services provided to the Fund; reasonable premiums Partnership with respect to the Administration Fee will not be duplicated as Fund Expenses. (c) Any amounts paid by BXINFRA for liability insurance or resulting from any instrument or other arrangement designed to protect the Fund and Covered Persons; costs hedge or reduce one or more risks associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related to audits of the an Investment shall be considered a Fund conducted by regulatory bodies, including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding Expense relating to such audits; the Management Fee; and Organizational Expenses to the extent provided in Section 2.5.2Investment.

Fund Expenses. The Fund shall pay all of the Fund’s pro rata share (calculated a) Except as set forth herein or in accordance with Sections 2.8 (Parallel Vehicles) and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred costs and expenses of another agreement between the Fund other than and the General Partner Expenses (in each case, to the extent not reimbursed by a Portfolio Company), as follows (“Fund Expenses”): liquidation expenses of the Fund; sales, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred in connection with the purchase or sale of securities; costs and expenses of (i) hosting annual or special meetings of the Advisory Committee and any other expenses properly incurred by or on behalf of the Advisory Committee in accordance with Article 13 (Advisory Committee), and (ii) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other out-of-pocket expense (except for the costs of entertainment, including speaker fees) incurred by the FundPartner, the General Partner or shall bear all of its costs incurred in providing services to the Fund. (b) The Fund Manager shall bear: its pro rata portion of all of the Master Fund’s fees and expenses, as well as carried interest allocation in connection with such conferences or meetings or preparation thereof; the Master Fund (which will be borne through the Fund’s investment in the Master Fund), including its pro rata portion of the advisory fee payable by the Master Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC, in its capacity as investment adviser to the Master Fund, and expenses (including financing, due diligence, travel and other costs) related to the acquisition, holding, monitoring and disposition of the Underlying Funds and any other investments by the Master Fund (including expenses associated with potential investments or dispositions that are not consummated); accounting, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of the Fund’s financial statements, tax returns any errors and Internal Revenue Service Forms 1065, Schedule K-1s (omissions/directors and officers liability insurance or additional any fidelity bond; all costs and charges for equipment or similar tax-related schedules) and the Fund’s reports, including automated reports, to the Partners (including third party expenses incurred for specialized assistance services used in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional communicating information regarding the Fund’s transactions between the investment adviser and any custodian or other agent engaged by the Fund; interest expenses (including, without limitation, non-investment related interest expenses); any extraordinary expenses; and such other tax accounting expenses as may be approved from time to time by the Board. The Fund will also indirectly bear, as a result of its investment in the Master Fund, its pro rata portion of the Fund (including management fees of the Underlying Funds, as well as carried interest allocations in such Underlying Funds, investment-related expenses and other expenses, including, but not limited to to, non-investment related interest expense and fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, disbursements of attorneys and prepare tax liability calculations accountants engaged on behalf of each Underlying Fund. Capital calls from Limited Partners made in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited to, the payment of any interest due) under any credit facility. (c) The Fund and shall bear its Partners); interest expense for Credit Facilities; feesorganizational expenses, costs and expenses incurred in connection with relating to the investigation, evaluation, diligence (including the costs offering and sale of background checks and consultants providing specialized services not ordinarily provided by the General Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses Interests only to the extent not such expenses when aggregated with those of the Master Fund and other feeder funds that invest directly or indirectly in the Master Fund exceed $400,000. In addition, if such aggregated expenses exceed $1,000,000, the excess amount over $1,000,000 shall be borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs and expenses (including attorneys’ fees) relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio Investment, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreement, except as otherwise provided, fees and expenses incurred in connection with the negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, registration and other professional services provided to the Fund; reasonable premiums for liability insurance to protect the Fund and Covered Persons; costs associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related to audits of the Fund conducted by regulatory bodies, including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding to such audits; the Management Fee; and Organizational Expenses to the extent provided in Section 2.5.2▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC.

Fund Expenses. (a) Except as set forth herein or in another agreement between the Fund and the General Partner, the General Partner shall bear all of its costs incurred in providing services to the Fund. (b) The Fund shall pay bear: all of the advisory fee payable by the Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC in its capacity as investment adviser to the Fund; Carried Interest; all expenses (including financing, due diligence, travel and other costs) related to the acquisition, holding, monitoring and disposition of the Underlying Funds (including expense associated with potential investments or dispositions that are not consummated); accounting, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and any custodian or other agent engaged by the Fund; interest expenses (including, without limitation, non-investment related interest expenses); any extraordinary expenses; and such other expenses as may be approved from time to time by the Board. The Fund will also bear its pro rata portion of the management fees of the Underlying Funds, as well as carried interest allocations in such Underlying Funds, investment-related expenses and other expenses, including, but not limited to, non-investment related interest expense and fees and disbursements of attorneys and accountants engaged on behalf of each Underlying Fund. Capital calls from Limited Partners made in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited to, the payment of any interest due) under any credit facility. (c) The Fund shall bear its organizational expenses, and expenses relating to the offering and sale of Interests; provided that to the extent such organizational and offering expenses when aggregated with those of the Fund’s pro rata share (calculated in accordance with Sections 2.8 (Parallel Vehicles) and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred costs and expenses of the Fund other than General Partner Expenses (in each case, to the extent not reimbursed by a Portfolio Company), as follows (“Fund Expenses”): liquidation expenses of the Fund; sales, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred in connection with the purchase or sale of securities; costs and expenses of (i) hosting annual or special meetings of the Advisory Committee and any other expenses properly incurred by or on behalf of the Advisory Committee in accordance with Article 13 (Advisory Committee), and (ii) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other out-of-pocket expense (except for the costs of entertainment, including speaker fees) incurred by the Fundfeeder funds exceed $1,500,000, the General Partner or the Fund Manager in connection with such conferences or meetings or preparation thereof; expenses associated with preparation of the Fund’s financial statements, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedules) and the Fund’s reports, including automated reports, to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting expenses of the Fund (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of the Fund and its Partners); interest expense for Credit Facilities; fees, costs and expenses incurred in connection with the investigation, evaluation, diligence (including the costs of background checks and consultants providing specialized services not ordinarily provided by the General Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not excess amount over $1,500,000 shall be borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs and expenses (including attorneys’ fees) relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio Investment, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreement, except as otherwise provided, fees and expenses incurred in connection with the negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, registration and other professional services provided to the Fund; reasonable premiums for liability insurance to protect the Fund and Covered Persons; costs associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related to audits of the Fund conducted by regulatory bodies, including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding to such audits; the Management Fee; and Organizational Expenses to the extent provided in Section 2.5.2▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC.

Fund Expenses. The Fund (a) BXPE shall pay bear and be charged with all of the Fund’s pro rata share (calculated in accordance with Sections 2.8 (Parallel Vehicles) and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred costs and expenses of the Fund its operations other than General Partner Expenses (the “Fund Expenses”) (and shall promptly reimburse the General Partner, the Investment Manager or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation: (i) fees, costs and expenses for and/or relating to attorneys (including compensation and benefits costs specifically charged, allocated or attributed by the General Partner and/or the Investment Manager or their Affiliates to BXPE or its Portfolio Entities with respect to in-house attorneys to provide transactional legal advice, tax planning and/or other related services to BXPE or its Portfolio Entities on matters related to potential or actual Investments and transactions); provided, that any such compensation costs shall not be greater than what would be paid to, or duplicative of services provided by (as determined by the General Partner in good faith), an unaffiliated third party for substantially similar advice and/or services, tax advisors, accountants, auditors, administrative agents, paying agents, advisors (including senior advisors), consultants including sustainability consultants, fund administrators, depositaries and custodians, investment bankers, prime brokers and other third-party service providers or professionals; (ii) fees, costs and expenses of third parties incurred in connection with energy, sustainability and sustainability-related programs and initiatives with respect to the Partnership; (iii) valuation costs (including the costs of valuation advisors) and expenses of offering Units (including expenses associated with updating the offering materials, expenses associated with printing such materials, expenses associated with Subscriptions and redemptions, and travel expenses relating to the ongoing offering of Units); (iv) expenses relating to ongoing administrative, governance and compliance services necessary for the operation of BXPE and its Portfolio Entities (including, without limitation, (x) expenses relating to the preparation and filing of Form PF, Form 10, Exchange Act reports, reports and notices to be filed with the U.S. Commodity Futures Trading Commission, reports, filings, disclosures and notices prepared in connection with the laws and/or regulations of jurisdictions in which BXPE and its Portfolio Entities engages in activities and any related regulations, or the laws and/or regulations of jurisdictions in which BXPE engages in activities) and/or any other regulatory filings, notices or disclosures of the Investment Manager and/or its affiliates relating to BXPE and its activities, compensation of the Independent Directors and preparing materials and coordinating meetings of the Board of Directors, (y) expenses relating to FOIA requests and (z) compensation, overhead (including rent, office equipment and utilities) and other expenses incurred, charged or specifically attributed or allocated by the General Partner, the Investment Manager and/or their affiliates in performing administrative and/or accounting services for BXPE or any Portfolio Entity (including but not limited to legal and compliance, finance, accounting, operations, technology and/or technology-related services, investor relations, tax, valuation and internal audit personnel and other non-investment professionals that provide services to BXPE; provided, that any such expenses, fees, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services); (v) brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges and other investment costs, fees and expenses actually incurred in connection with making, holding, settling, monitoring or disposing of actual Investments (including, without limitation, any costs or expenses relating to currency conversion in the case of Investments denominated in a currency other than U.S. dollars); (vi) the cost of borrowings, guarantees and other financing (including interest, fees, related legal expenses and arrangement expenses), bank fees and expenses of loan servicers and other service providers; (vii) expenses and fees (including compensation costs) charged or specifically attributed or allocated by the General Partner and/or Investment Manager or their affiliates for data-related services provided to the Portfolio Entities or BXPE (including in connection with prospective Investments); provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services; (viii) fees, costs and expenses related to the organization or maintenance of any entity used to directly or indirectly acquire, hold, provide financing with respect to, or dispose of any one or more Investment(s) or otherwise facilitating BXPE’s investment activities, including without limitation any travel and accommodation expenses related to such entity and the salary and benefits of any personnel (including personnel of the Investment Manager or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such entity, or other overhead expenses in connection therewith; (ix) expenses associated with BXPE’s compliance with applicable laws and regulations; (x) any taxes (other than those specifically allocable to holders of Units) and governmental charges levied against BXPE; fees and costs of obtaining non-U.S. tax receipts or other governmental charges levied against BXPE and all expenses incurred in connection with any tax audit, investigation, settlement or review of BXPE; (xi) expenses and fees of any third-party advisory committees, any independent representative of BXPE, and any annual meeting of BXPE; (xii) expenses associated with auditing, research, reporting, printing, publishing and technology and technology-related services, including, without limitation, news and quotation equipment and services and data collection, preparation of any periodic reports and related statements of BXPE (including notices, communications, financial statements and tax returns including any tax returns or filings required to be made by BXPE in any jurisdictions in which any Limited Partners are resident or established) in respect of BXPE and its activities; (xiii) costs, fees and/or expenses associated with responding to information requests from Limited Partners and other persons; (xiv) technology-related expenses, including without limitation, costs and expenses of technology service providers and related software/hardware and market data and research utilized in connection with BXPE’s investment and operational activities (including internal expenses, charges and / or related costs incurred, charged or specifically attributed or allocated by BXPE, the Investment Manager or its affiliates in connection with such provision of services thereby); (xv) expenses relating to the maintenance of any website, data room or communication medium used in relation to BXPE (including for the hosting of constitutional documents or any other documents to be communicated to investors, prospective investors or third parties); (xvi) expenses and any placement fees payable to a placement agent or financial intermediary in respect of the Subscription by Partners admitted through a placement agent or financial intermediary (to the extent such fees or expenses are not borne by such Partners directly); (xvii) expenses for accounting and audit services (including valuation support services), account management services, corporate secretarial services, data management services, compliance with data privacy/protection policies and regulation, directorship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, asset/property management services, leasing services, transaction support services, transaction consulting services and other similar operational matters; (xviii) all fees, costs and expenses associated with the developing, negotiating, acquiring, trading, settling, holding, monitoring and disposing of Investments (including, without limitation, any legal, tax, administrative, accounting, advisory, sourcing, brokerage, custody, hedging and consulting and other similar costs and expenses in connection therewith, including travel and other similar costs and any costs and expenses in connection therewith, including travel and other related expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings (including with prospective portfolio companies or other similar companies) and any other costs and expenses associated with vehicles through which BXPE directly or indirectly participates in Investments); (xix) the costs and expenses of any investigation, litigation (including discovery requests), arbitration or settlement involving BXPE or entities in which BXPE holds an Investment or otherwise relating to such Investment and the amount of any judgments, fines, remediation or settlements paid in connection therewith and any other extraordinary expenses of BXPE, directors and officers, liability or other insurance (including title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of BXPE, in each case, to the extent not reimbursed by a Portfolio Company)such costs, as follows expenses and amounts relate to claims or matters that are otherwise entitled to indemnification under applicable law; (“Fund Expenses”): liquidation expenses of the Fund; salesxx) all fees, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred in connection with the purchase or sale of securities; costs and expenses of (i) hosting annual or special meetings of the Advisory Committee and any other expenses properly expenses, if any, incurred by or on behalf of BXPE in developing, negotiating and structuring prospective or potential Investments that are not ultimately made or a proposed disposition that is not actually consummated, including without limitation any legal, tax, accounting, travel, advisory, consulting, printing and other related costs and expenses and any liquidated damages, reverse termination fees and/or similar payments and commitment fees (collectively, “Broken Deal Expenses”); and (xxi) organizational, offering and operating expenses of the Advisory Committee Partnership or any Feeder Funds, Parallel Funds and/or Intermediate Entities to the extent not paid by such Feeder Funds, Parallel Funds and/or Intermediate Entities or their partners, as applicable; provided, that any such expenses (including, without limitation, any Fund Expenses) may be apportioned to, and borne solely by, the investors participating in such Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities, as applicable, or be allocated among the Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities as determined by the General Partner in its reasonable discretion. (b) Fund Expenses relating to Investments shall generally be allocated among BXPE and Other Blackstone Accounts (including Comparable Funds) pro rata based upon their relative investment size in the Investment (and in good faith in the case of Broken Deal Expenses and related expenses for unconsummated transactions based on their relative expected investment sizes thereof). The General Partner ▇▇▇▇▇▇ agrees that it shall use commercially reasonable efforts to cause any of the Partnership’s third-party co-investors that have agreed in writing to participate in a potential Investment alongside the Partnership to bear their pro rata share of any Broken Deal Expenses. Fund Expenses may be paid out of any funds of the Partnership (or of any Feeder Funds, Parallel Funds and/or Intermediate Entities) in a manner reasonably determined by the General Partner. If the Partnership (or any Feeder Funds, Parallel Funds and/or Intermediate Entities) invests alongside or in an Other Blackstone Account, any expenses that are payable in accordance with Article 13 (Advisory Committee), and (ii) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other out-of-pocket expense (except for the costs governing terms of entertainment, including speaker fees) incurred such Other Blackstone Account shall be deemed payable by the FundPartnership (or any Feeder Funds, Parallel Funds or Intermediate Entities) pursuant to Section 4.1(a) (with respect to the Partnership’s (and/or any Feeder Funds’, Parallel Funds’ and/or Intermediate Entities’) allocable portion of such expenses). The General Partner also may cause the Partnership (and/or any Feeder Funds, Parallel Funds and/or Intermediate Entities) to borrow funds to pay Fund Expenses pursuant to Section 4.1(b). For the avoidance of doubt, the General Partner or the Fund Manager in connection with such conferences or meetings or preparation thereof; expenses associated with preparation of the Fund’s financial statements, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedules) and the Fund’s reports, including automated reports, to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting expenses of the Fund (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of the Fund and its Partners); interest expense for Credit Facilities; fees, costs and expenses incurred in connection with the investigation, evaluation, diligence (including the costs of background checks and consultants providing specialized services not ordinarily provided by the General Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs and expenses (including attorneys’ fees) relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio Investment, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreement, except as otherwise provided, fees and expenses incurred in connection with the negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, registration and other professional administrative services provided to the Fund; reasonable premiums Partnership with respect to the Administration Fee will not be duplicated as Fund Expenses. (c) Any amounts paid by BXPE for liability insurance or resulting from any instrument or other arrangement designed to protect the Fund and Covered Persons; costs hedge or reduce one or more risks associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related to audits of the an Investment shall be considered a Fund conducted by regulatory bodies, including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding Expense relating to such audits; the Management Fee; and Organizational Expenses to the extent provided in Section 2.5.2Investment.

Fund Expenses. The Fund (a) BXINFRA shall pay bear and be charged with all of the Fund’s pro rata share (calculated in accordance with Sections 2.8 (Parallel Vehicles) and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred costs and expenses of the Fund its operations other than General Partner Expenses (the “Fund Expenses”) (and shall promptly reimburse the General Partner, the Investment Manager or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation: (i) fees, costs and expenses for and/or relating to attorneys (including compensation and benefits costs specifically charged, allocated or attributed by the General Partner and/or the Investment Manager or their Affiliates to BXINFRA or its Portfolio Entities with respect to in-house attorneys to provide transactional legal advice, tax planning and/or other related services to BXINFRA or its Portfolio Entities on matters related to potential or actual Investments and transactions); provided, that any such compensation costs shall not be greater than what would be paid to, or duplicative of services provided by (as determined by the General Partner in good faith), an unaffiliated third party for substantially similar advice and/or services, tax advisors, accountants, auditors, administrative agents, paying agents, advisors (including senior advisors), consultants including sustainability consultants, fund administrators, depositaries and custodians, investment bankers, prime brokers and other third-party service providers or professionals; (ii) fees, costs and expenses of third parties incurred in connection with energy, sustainability and sustainability-related programs and initiatives with respect to the Partnership; (iii) valuation costs (including the costs of valuation advisors) and expenses of offering Units (including expenses associated with updating the offering materials, expenses associated with printing such materials, expenses associated with Subscriptions and redemptions, and travel expenses relating to the ongoing offering of Units); (iv) expenses relating to ongoing administrative, governance and compliance services necessary for the operation of BXINFRA and its Portfolio Entities (including, without limitation, (x) expenses relating to the preparation and filing of Form PF, Form 10, Exchange Act reports, reports and notices to be filed with the U.S. Commodity Futures Trading Commission, reports, filings, disclosures and notices prepared in connection with the laws and/or regulations of jurisdictions in which BXINFRA and its Portfolio Entities engages in activities and any related regulations, or the laws and/or regulations of jurisdictions in which BXINFRA engages in activities) and/or any other regulatory filings, notices or disclosures of the Investment Manager and/or its affiliates relating to BXINFRA and its activities, compensation of the Independent Directors and preparing materials and coordinating meetings of the Board of Directors, (y) expenses relating to FOIA requests and (z) compensation, overhead (including rent, office equipment and utilities) and other expenses incurred, charged or specifically attributed or allocated by the General Partner, the Investment Manager and/or their affiliates in performing administrative and/or accounting services for BXINFRA or any Portfolio Entity (including but not limited to legal and compliance, finance, accounting, operations, technology and/or technology-related services, investor relations, tax, valuation and internal audit personnel and other non-investment professionals that provide services to BXINFRA; provided, that any such expenses, fees, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services); (v) brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges and other investment costs, fees and expenses actually incurred in connection with making, holding, settling, monitoring or disposing of actual Investments (including, without limitation, any costs or expenses relating to currency conversion in the case of Investments denominated in a currency other than U.S. dollars); (vi) the cost of borrowings, guarantees and other financing (including interest, fees, related legal expenses and arrangement expenses), bank fees and expenses of loan servicers and other service providers; (vii) expenses and fees (including compensation costs) charged or specifically attributed or allocated by the General Partner and/or Investment Manager or their affiliates for data-related services provided to the Portfolio Entities or BXINFRA (including in connection with prospective Investments); provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services; (viii) fees, costs and expenses related to the organization or maintenance of any entity used to directly or indirectly acquire, hold, provide financing with respect to, or dispose of any one or more Investment(s) or otherwise facilitating BXINFRA’s investment activities, including without limitation any travel and accommodation expenses related to such entity and the salary and benefits of any personnel (including personnel of the Investment Manager or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such entity, or other overhead expenses in connection therewith; (ix) expenses associated with BXINFRA’s compliance with applicable laws and regulations; (x) any taxes (other than those specifically allocable to holders of Units) and governmental charges levied against BXINFRA; fees and costs of obtaining non-U.S. tax receipts or other governmental charges levied against BXINFRA and all expenses incurred in connection with any tax audit, investigation, settlement or review of BXINFRA; (xi) expenses and fees of any third-party advisory committees, any independent representative of BXINFRA, and any annual meeting of BXINFRA; (xii) expenses associated with auditing, research, reporting, printing, publishing and technology and technology-related services, including, without limitation, news and quotation equipment and services and data collection, preparation of any periodic reports and related statements of BXINFRA (including notices, communications, financial statements and tax returns including any tax returns or filings required to be made by BXINFRA in any jurisdictions in which any Limited Partners are resident or established) in respect of BXINFRA and its activities; (xiii) costs, fees and/or expenses associated with responding to information requests from Limited Partners and other persons; (xiv) technology-related expenses, including without limitation, costs and expenses of technology service providers and related software/hardware and market data and research utilized in connection with BXINFRA’s investment and operational activities (including internal expenses, charges and / or related costs incurred, charged or specifically attributed or allocated by BXINFRA, the Investment Manager or its affiliates in connection with such provision of services thereby); (xv) expenses relating to the maintenance of any website, data room or communication medium used in relation to BXINFRA (including for the hosting of constitutional documents or any other documents to be communicated to investors, prospective investors or third parties); (xvi) expenses and any placement fees payable to a placement agent or financial intermediary in respect of the Subscription by Partners admitted through a placement agent or financial intermediary (to the extent such fees or expenses are not borne by such Partners directly); (xvii) expenses for accounting and audit services (including valuation support services), account management services, corporate secretarial services, data management services, compliance with data privacy/protection policies and regulation, directorship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, asset/property management services, leasing services, transaction support services, transaction consulting services and other similar operational matters; (xviii) all fees, costs and expenses associated with the developing, negotiating, acquiring, trading, settling, holding, monitoring and disposing of Investments (including, without limitation, any legal, tax, administrative, accounting, advisory, sourcing, brokerage, custody, hedging and consulting and other similar costs and expenses in connection therewith, including travel and other similar costs and any costs and expenses in connection therewith, including travel and other related expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings (including with prospective portfolio companies or other similar companies) and any other costs and expenses associated with vehicles through which BXINFRA directly or indirectly participates in Investments); (xix) the costs and expenses of any investigation, litigation (including discovery requests), arbitration or settlement involving BXINFRA or entities in which BXINFRA holds an Investment or otherwise relating to such Investment and the amount of any judgments, fines, remediation or settlements paid in connection therewith and any other extraordinary expenses of BXINFRA, directors and officers, liability or other insurance (including title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of ▇▇▇▇▇▇▇, in each case, to the extent not reimbursed by a Portfolio Company)such costs, as follows expenses and amounts relate to claims or matters that are otherwise entitled to indemnification under applicable law; (“Fund Expenses”): liquidation expenses of the Fund; salesxx) all fees, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred in connection with the purchase or sale of securities; costs and expenses of (i) hosting annual or special meetings of the Advisory Committee and any other expenses properly expenses, if any, incurred by or on behalf of BXINFRA in developing, negotiating and structuring prospective or potential Investments that are not ultimately made or a proposed disposition that is not actually consummated, including without limitation any legal, tax, accounting, travel, advisory, consulting, printing and other related costs and expenses and any liquidated damages, reverse termination fees and/or similar payments and commitment fees (collectively, “Broken Deal Expenses”); and (xxi) organizational, offering and operating expenses of the Advisory Committee Partnership or any Feeder Funds, Parallel Funds and/or Intermediate Entities to the extent not paid by such Feeder Funds, Parallel Funds and/or Intermediate Entities or their partners, as applicable; provided, that any such expenses (including, without limitation, any Fund Expenses) may be apportioned to, and borne solely by, the investors participating in such Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities, as applicable, or be allocated among the Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities as determined by the General Partner in its reasonable discretion. (b) Fund Expenses relating to Investments shall generally be allocated among BXINFRA and Other Blackstone Accounts (including Comparable Funds) pro rata based upon their relative investment size in the Investment (and in good faith in the case of Broken Deal Expenses and related expenses for unconsummated transactions based on their relative expected investment sizes thereof). The General Partner ▇▇▇▇▇▇ agrees that it shall use commercially reasonable efforts to cause any of the Partnership’s third-party co-investors that have agreed in writing to participate in a potential Investment alongside the Partnership to bear their pro rata share of any Broken Deal Expenses. Fund Expenses may be paid out of any funds of the Partnership (or of any Feeder Funds, Parallel Funds and/or Intermediate Entities) in a manner reasonably determined by the General Partner. If the Partnership (or any Feeder Funds, Parallel Funds and/or Intermediate Entities) invests alongside or in an Other Blackstone Account, any expenses that are payable in accordance with Article 13 (Advisory Committee), and (ii) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other out-of-pocket expense (except for the costs governing terms of entertainment, including speaker fees) incurred such Other Blackstone Account shall be deemed payable by the FundPartnership (or any Feeder Funds, Parallel Funds or Intermediate Entities) pursuant to Section 4.1(a) (with respect to the Partnership’s (and/or any Feeder Funds’, Parallel Funds’ and/or Intermediate Entities’) allocable portion of such expenses). The General Partner also may cause the Partnership (and/or any Feeder Funds, Parallel Funds and/or Intermediate Entities) to borrow funds to pay Fund Expenses pursuant to Section 4.1(b). For the avoidance of doubt, the General Partner or the Fund Manager in connection with such conferences or meetings or preparation thereof; expenses associated with preparation of the Fund’s financial statements, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedules) and the Fund’s reports, including automated reports, to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting expenses of the Fund (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of the Fund and its Partners); interest expense for Credit Facilities; fees, costs and expenses incurred in connection with the investigation, evaluation, diligence (including the costs of background checks and consultants providing specialized services not ordinarily provided by the General Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs and expenses (including attorneys’ fees) relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio Investment, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreement, except as otherwise provided, fees and expenses incurred in connection with the negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, registration and other professional administrative services provided to the Fund; reasonable premiums Partnership with respect to the Administration Fee will not be duplicated as Fund Expenses. (c) Any amounts paid by BXINFRA for liability insurance or resulting from any instrument or other arrangement designed to protect the Fund and Covered Persons; costs hedge or reduce one or more risks associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related to audits of the an Investment shall be considered a Fund conducted by regulatory bodies, including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding Expense relating to such audits; the Management Fee; and Organizational Expenses to the extent provided in Section 2.5.2Investment.

Fund Expenses. The Except as otherwise agreed in writing, the Fund shall pay all bear the following expenses: (i) Salaries and other compensation or expenses, including travel expenses, of any of the Fund’s pro rata share executive officers and employees, if any, who are not officers, directors, shareholders, members, partners or employees of PIMCO or its subsidiaries or affiliates; (calculated in accordance with Sections 2.8 (Parallel Vehiclesii) Taxes and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred costs and expenses of the Fund other than General Partner Expenses (in each casegovernmental fees, to the extent not reimbursed by a Portfolio Company)if any, as follows (“Fund Expenses”): liquidation expenses of the Fund; sales, withholding, or other taxes, fees or similar government charges which may be assessed levied against the Fund; ; (iii) Brokerage fees and commissions, brokerage and other portfolio transaction expenses incurred by or for the Fund (including, without limitation, (a) fees and expenses of, except as provided in Section 7(a) above, outside legal counsel or similar charges incurred third-party service providers, agents, operating partners, insurers or consultants retained in connection with the purchase or sale insuring, reviewing, negotiating, structuring, acquiring, disposing of securities; costs and/or terminating specialized loans and expenses of (i) hosting annual or special meetings of the Advisory Committee and any other expenses properly incurred by or on behalf of the Advisory Committee in accordance with Article 13 (Advisory Committee), and (ii) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other out-of-pocket expense (except for the costs of entertainment, including speaker fees) incurred investments made by the Fund, the General Partner or the Fund Manager in connection with such conferences or meetings or preparation thereof; expenses (b) any costs associated with preparation originating loans, asset securitizations, alternative lending-related strategies, and (c) so-called “broken-deal costs” (e.g., fees, costs, expenses and liabilities, including, for example, due diligence-related fees, costs, expenses and liabilities, with respect to unconsummated investments). For these purposes, it is understood that “portfolio transaction expenses” shall be interpreted broadly to include, by way of example and without limitation, any expenses relating to the Fund’s investments (including those made by a subsidiary of the Fund) and/or any other expenses incurred by a direct or indirect portfolio investment of the Fund, such as expenses paid directly by a portfolio investment and other expenses that are capitalized or otherwise embedded into the cost basis of a portfolio investment; (iv) Expenses of the Fund’s financial statementssecurities lending (if any), tax returns including any securities lending agent fees, as governed by a separate securities lending agreement; (v) Costs, including interest expenses, of borrowing money or engaging in other types of leverage financing including, without limitation, through the use by the Fund of reverse repurchase agreements, dollar rolls/buy backs, bank borrowings, credit facilities and Internal Revenue Service Forms 1065tender option bonds; (vi) Costs, Schedule K-1s including dividend and/or interest expenses and other costs (including, without limitation, offering and related legal costs, fees to brokers, fees to auction agents, fees to transfer agents, fees to ratings agencies and fees to auditors associated with satisfying ratings agency requirements for preferred shares or additional or similar tax-other securities issued by the Fund and other related schedules) and requirements in the Fund’s reportsorganizational documents) associated with the Fund’s issuance, offering, redemption and maintenance of preferred shares, commercial paper or other instruments (such as the use of reverse repurchase agreements, dollar rolls/buy backs, bank borrowings, credit facilities and tender option bonds) for the purpose of incurring leverage; (vii) Fees and expenses of any underlying funds or other pooled vehicles in which the Fund invests (except as otherwise agreed to between PIMCO and any such fund or vehicle); (viii) Dividend and interest expenses on short positions taken by the Fund; (ix) Fees and expenses, including automated reportstravel expenses, to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting fees and expenses of the Fund legal counsel retained for their benefit, of Trustees who are not officers, employees, partners, shareholders or members of PIMCO or its subsidiaries or affiliates; (x) Extraordinary expenses, including but not limited to fees for tax preparation and expenses incurred to prepare tax formsextraordinary legal expenses, file tax formsas may arise, and prepare tax liability calculations on behalf of the Fund and its Partners); interest expense for Credit Facilities; feesincluding, costs and without limitation, expenses incurred in connection with litigation, proceedings, other claims, and the investigationlegal obligations of the Fund to indemnify its Trustees, evaluationofficers, diligence employees, shareholders, distributors, and agents with respect thereto; (including the costs of background checks xi) Fees and consultants providing specialized services not ordinarily provided by the General Partner or Fund Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not borne by potential co-investors)expenses, including travellegal, meals printing and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all feesmailing, costs solicitation and expenses (including attorneys’ fees) relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio Investment, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreement, except as otherwise provided, fees and expenses incurred associated with and incident to shareholder meetings and proxy solicitations involving contested elections of Trustees, shareholder proposals or other non-routine matters that are not initiated or proposed by Fund management; (xii) Organizational and offering expenses of the Fund, including registration (including Share registration fees), legal, marketing, printing, accounting and other expenses, associated with organizing the Fund in its state of jurisdiction and in connection with the negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, initial registration and other professional services provided to the Fund; reasonable premiums for liability insurance to protect the Fund and Covered Persons; costs associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related to audits of the Fund conducted by regulatory bodiesunder the 1940 Act and the initial registration of its Shares under the Securities Act of 1933(i.e., through the effectiveness of the Fund’s initial registration statement on Form N-2) and fees and expenses associated with seeking, applying for and obtaining formal exemptive, no-action and/or other relief from the SEC in connection with the issuance of multiple share classes; (xiii) Except as otherwise specified herein as an expense of PIMCO, any expenses allocated or allocable to a specific class of Shares, including but not limited without limitation Sub-Transfer Agency Expenses and distribution and/or service fees paid pursuant to a Rule 12b-1 or similar plan adopted by the cost Board of completing tax authority audits and fees incurred Trustees of the Fund for assistance a particular Share class; and (xiv) Expenses of the Fund that are capitalized in responding to such audits; accordance with generally accepted accounting principles. Without limiting the Management Fee; and Organizational Expenses to generality or scope of the extent provided in Section 2.5.2foregoing, it is understood that the Fund may bear expenses under this paragraph (b) either directly or indirectly through contracts or arrangements with PIMCO or an affiliated or unaffiliated third party.

Fund Expenses. (a) The Fund Partnership shall pay all not have any salaried personnel. The Partnership, in its capacity as a limited partner of the Main Fund’s , shall bear its pro rata share of Fund Expenses, Organizational Expenses, Placement Fees, Management Fees, Servicing Fees and Administration Fees (calculated as applicable, each as defined in accordance with Sections 2.8 (Parallel Vehicles) and 2.9 (Alternative Vehiclesthe Main Fund Agreement)) of the reasonable and properly incurred costs and expenses of the Fund other than General Partner Expenses (, in each case, relating to its Underlying Interest. In addition, the extent not reimbursed by a Portfolio Company), Partnership shall bear and be charged the Fund Expenses (as follows (“defined in the Main Fund Expenses”): liquidation expenses of the Fund; sales, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred in connection with the purchase or sale of securities; costs and expenses of (iAgreement) hosting annual or special meetings of the Advisory Committee and any other expenses properly incurred by expenses, obligations, indemnities or on behalf of liabilities, contingent or otherwise, relating to the Advisory Committee Partnership, that the Main Fund General Partner specially allocates to the Partnership (including any Limited Partner) in accordance with Article 13 (Advisory Committee)the Main Fund Agreement, and (ii) otherwise holding meetings it being understood that any such expenses, obligations, indemnities or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other out-of-pocket expense (except for liabilities relating to the costs of entertainment, including speaker fees) incurred Partnership shall be borne indirectly solely by the FundLimited Partners and that the obligations of the other limited partners of the Main Fund in respect of such obligations, indemnities or liabilities shall not in any way be increased as a result thereof. Notwithstanding anything herein to the contrary, the General Partner or may pay the Fund Manager in connection with such conferences or meetings or preparation thereof; tax and similar expenses associated with preparation of the Fund’s financial statementsPartnership and any of its Intermediate Entities out of any available funds of the Partnership. (b) Fund Expenses relating to the Partnership may be paid out of any funds of the Main Fund in a manner reasonably determined by the Main Fund General Partner in accordance with the terms in the Main Fund Agreement, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedules) and the Fund’s reports, including automated reportsincluding, to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding extent applicable, that the Main Fund to Limited Partners (individually General Partner may hold all or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund); other tax accounting expenses portion of the Fund (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of the Fund and its Partners); interest expense for Credit Facilities; fees, costs and expenses incurred in connection with the investigation, evaluation, diligence (including the costs of background checks and consultants providing specialized services not ordinarily provided any Subscription made by the Partnership or any distribution to be allocated to the Partnership pursuant to the preceding sentence in reserve and apply such amounts any time to satisfy any such expenses, obligations, indemnities or liabilities, contingent or otherwise, relating to the Partnership. (c) The General Partner shall not receive any profits or Fund Manager)distributions from the Partnership, acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the extent not borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs and expenses (including attorneys’ fees) relating to litigation and threatened litigation, investigation or other Proceeding involving the Fund or any Portfolio Investment, including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreement, except as otherwise providedsalary, fees and expenses incurred in connection with or compensation from the negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, registration and other professional services provided to the Fund; reasonable premiums for liability insurance to protect the Fund and Covered Persons; costs associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses incurred or related to audits of the Fund conducted by regulatory bodies, including but not limited to the cost of completing tax authority audits and fees incurred for assistance in responding to such audits; the Management Fee; and Organizational Expenses to the extent provided in Section 2.5.2Partnership.