Common use of Limited Partner Transfers Clause in Contracts

Limited Partner Transfers. (a) Except as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause (a) above, except as provided in or pursuant to clauses (b), (c), (d) and (f) below and subject to Section 8.04, each Limited Partner may exchange in an Exchange Transaction up to 100% of the Initial Vested Units owned by such Limited Partner at any time and from time to time; provided that Unvested Units may not be Transferred at any time. (c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal to the quotient of $250 million divided by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any Charity. (d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time. (e) [Reserved] (f) Notwithstanding clauses (a), (b), (c) and (d) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Limited Partner Transfers. (a) Except as provided otherwise agreed to in clauses (b), (c), (d) writing between the General Partner and (f) the applicable Limited Partner and reflected in the books and records of this Section 8.03the Partnership, no Limited Partner or Assignee thereof may Transfer (including by exchanging in pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, including the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the General Partner, in its sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Limited PartnersPartners alike, whether or not such Limited Partners are similarly situated, and the exercise of any power or discretion by the General Partner or the Partnership in the case of any Limited Partner shall not constitute create any obligation on the breach part of the General Partner or the Partnership to take any similar action in the case of any duty hereunder other Limited Partner, it being understood that any power or otherwise existing at law, in equity or otherwisediscretion conferred upon the General Partner shall be treated as having been so conferred as to each Limited Partner separately. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause (a) above, except as provided in or pursuant to clauses (b), (c), (d) and (f) below and subject to Section 8.048.6, each Limited Partner may exchange Transfer Units in an Exchange Transaction up to 100% of Transactions pursuant to, and in accordance with, the Initial Vested Units owned by Exchange Agreement; provided that such Limited Exchange Transactions shall be effected in compliance with policies that the General Partner at (or any time and other Ares Company) may adopt or promulgate from time to time; provided that Unvested Units may not be Transferred at any timetime (including policies requiring the use of designated administrators or brokers). (c) Notwithstanding clauses anything otherwise to the contrary in this Section 8.3, a Limited Partner (aother than Alleghany) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) Transfer Units to any Charity at any time of its Permitted Transferees and from time to time up to a number of Initial Vested Alleghany may Transfer Units owned by such Limited Partners that is equal to the quotient of $250 million divided by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any CharityAlleghany Permitted Transferee. (d) Notwithstanding clauses (a) or (b) aboveanything otherwise to the contrary in this Section 8.3, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% enforcement of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) remedies available upon the occurrence and during the continuance of a Change an event of Controldefault under any Credit Agreement or any Collateral Agreement, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at in accordance with such agreements (including any time. (e) [Reserved] (f) Notwithstanding clauses (alimitations set forth therein), to the extent that the interests pledged under such agreements constitute collateral (b)or any similar term) under such Credit Agreement or Collateral Agreement, the administrative agent, collateral agent, trustee or other person acting in a similar capacity under such Credit Agreement or Collateral Agreement or any transferee or assignee who forecloses upon an interest in such collateral in connection with such permitted enforcement of remedies upon the occurrence and during the continuance of an event of default under such Credit Agreement or Collateral Agreement (cto the extent not prohibited pursuant to the terms of such Credit Agreement or any applicable Collateral Agreement) and (d) above, a Personal Planning Vehicle of shall be automatically admitted as a Limited Partner may Transfer Class A Units (i) to the donor thereof or to the spouse and shall have all of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust rights and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor powers of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or that previously owned such interest without any successor provisions) further consent of the Code may be soughtany Partner.

Limited Partner Transfers. (a) Except as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause (a) above, except as provided in or pursuant to clauses (b), (c), (d), (e) and (f) below and subject to Section 8.04, (i) each Limited Partner other than a Category 2 Limited Partner may exchange in an Exchange Transaction (x) up to 33 1/3% of the Initial Vested Units owned by such Limited Partner on the first anniversary of the consummation of the IPO at any time and from time to time following the first anniversary of the consummation of the IPO; (y) up to 66 2/3% of the Initial Vested Units owned by such Limited Partner on the second anniversary of the consummation of the IPO less any Initial Vested Units Transferred pursuant to clause (i) at any time and from time to time following the second anniversary of the consummation of the IPO; and (z) up to 100% of the Initial Vested Units owned by such Limited Partner at any time and from time to timetime following the third anniversary of the consummation of the IPO; and (ii) each Category 2 Limited Partner may exchange in an Exchange Transaction (x) up to 33 1/3% of the Initial Vested Units owned by such Limited Partner on December 31, 2008 at any time and from time to time following December 31, 2008; (y) up to 66 2/3% of the Initial Vested Units owned by such Limited Partner on December 31, 2009 less any Initial Vested Units Transferred pursuant to clause (i) at any time and from time to time following December 31, 2009; and (z) up to 100% of the Initial Vested Units owned by such Limited Partner at any time and from time to time following December 31, 2010; provided in each case that any Initial Units owned by a Personal Planning Vehicle of a Limited Partner shall be aggregated with the Initial Units owned by such Limited Partner for purposes of calculating the limitation set forth in this Section 8.03(b); and provided further in each case that Unvested Units may not be by Transferred at any time. (c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal to the quotient of $250 million divided by the offering price per common unit Common Unit in the IPO for the purpose of making gratuitous transfers to any Charity. (d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of in Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time. (e) [Reserved]Notwithstanding anything to the contrary herein, other than pursuant to Section 8.03(f), no (i) Limited Partner that is or was a senior managing director of any of the Blackstone Holdings Partnerships or their subsidiaries nor any Personal Planning Vehicle of such Limited Partner or (ii) any Category 6 Limited Partner may effect an Exchange Transaction and/or Transfer any Common Units at any time prior to December 31, 2009 other than pursuant to transactions or programs approved by the General Partner in its sole discretion. Any such determinations by the General Partner need not be uniform and may be made selectively among any such Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. (f) Notwithstanding clauses (a), (b), (c), (d) and (de) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Limited Partner Transfers. (a) Except as provided otherwise agreed to in clauses (b), (c), (d) writing between the General Partner and (f) the applicable Limited Partner and reflected in the books and records of this Section 8.03the Partnership, no Limited Partner or Assignee thereof may Transfer (including by exchanging in pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, including the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the General Partner, in its sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Limited PartnersPartners alike, whether or not such Limited Partners are similarly situated, and the exercise of any power or discretion by the General Partner or the Partnership in the case of any Limited Partner shall not constitute create any obligation on the breach part of the General Partner or the Partnership to take any similar action in the case of any duty hereunder other Limited Partner, it being understood that any power or otherwise existing at law, in equity or otherwisediscretion conferred upon the General Partner shall be treated as having been so conferred as to each Limited Partner separately. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause (a) above, except as provided in or pursuant to clauses (b), (c), (d) and (f) below and subject to Section 8.048.6, each Limited Partner may exchange Transfer Units in an Exchange Transaction up to 100% of Transactions pursuant to, and in accordance with, the Initial Vested Units owned by Exchange Agreement; provided that such Limited Exchange Transactions shall be effected in compliance with policies that the General Partner at (or any time and other Ares Company) may adopt or promulgate from time to time; provided that Unvested Units may not be Transferred at any timetime (including policies requiring the use of designated administrators or brokers). (c) Notwithstanding clauses (a) or (b) aboveanything otherwise to the contrary in this Section 8.3, with the prior consent of the General Partner, (i) the Category 1 a Limited Partners Partner may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) Transfer Units to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal to the quotient of $250 million divided by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any Charityits Permitted Transferees. (d) Notwithstanding clauses (a) or (b) aboveanything otherwise to the contrary in this Section 8.3, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% enforcement of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) remedies available upon the occurrence and during the continuance of a Change an event of Controldefault under any Credit Agreement or any Collateral Agreement, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at in accordance with such agreements (including any time. (e) [Reserved] (f) Notwithstanding clauses (alimitations set forth therein), to the extent that the interests pledged under such agreements constitute collateral (b)or any similar term) under such Credit Agreement or Collateral Agreement, the administrative agent, collateral agent, trustee or other person acting in a similar capacity under such Credit Agreement or Collateral Agreement or any transferee or assignee who forecloses upon an interest in such collateral in connection with such permitted enforcement of remedies upon the occurrence and during the continuance of an event of default under such Credit Agreement or Collateral Agreement (cto the extent not prohibited pursuant to the terms of such Credit Agreement or any applicable Collateral Agreement) and (d) above, a Personal Planning Vehicle of shall be automatically admitted as a Limited Partner may Transfer Class A Units (i) to the donor thereof or to the spouse and shall have all of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust rights and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor powers of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or that previously owned such interest without any successor provisions) further consent of the Code may be soughtany Partner.

Limited Partner Transfers. (a) Except as provided otherwise agreed to in clauses (b), (c), (d) writing between the General Partner and (f) the applicable Limited Partner and reflected in the books and records of this Section 8.03the Partnership or pursuant to Article XI, no Limited Partner or Assignee thereof may Transfer (including by exchanging in pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the General Partner, in its sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause anything otherwise to the contrary in this Section 8.03, each Limited Partner may Transfer Units in Exchange Transactions pursuant to, and in accordance with, the Exchange Agreement; provided that such Exchange Transactions shall be effected in compliance with policies that the General Partner may adopt or promulgate from time to time (including policies requiring the use of designated administrators or brokers). (c) The parties hereto agree that the Units held by the Mubadala Holders shall not be subject to the restrictions on Transfer set forth in paragraph (a) above, except as provided in or pursuant to clauses (b), (c), (d) and (f) below and shall be subject to Section 8.04, each Limited Partner may exchange such restrictions agreed to in an Exchange Transaction up to 100% of writing by the Initial Vested Units owned by such Limited Partner at any time and from time to time; provided that Unvested Units may not be Transferred at any time. (c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make Mubadala Holders in one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal to the quotient of $250 million divided by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any Charityseparate agreements. (d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon anything otherwise to the death or Disability of an Employed Limited Partner, such Limited Partner may exchange contrary in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time. (e) [Reserved] (f) Notwithstanding clauses (a), (b), (c) and (d) abovethis Section 8.03, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units Units: (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Limited Partner Transfers. (a) Except as provided in clauses (bSection 8.3(b), (c), ) or (d) and (f) of this Section 8.03), no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case case, in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause (a) aboveanything to the contrary in Section 8.3(a), except as provided in or pursuant to clauses (b), (c), (dSection 8.3(c) and (f) below and subject to Section 8.04d), each Limited Partner may exchange in an Exchange Transaction up to 100% of the Initial Vested Units owned by such Limited Partner at any time and from time to timetime following the first anniversary of the consummation of the IPO; provided that Unvested Units may not be Transferred at any time. (c) Notwithstanding clauses (aanything to the contrary in Section 8.3(a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal to the quotient of $250 million divided by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any Charity. (d) Notwithstanding clauses (a) or (b) above), if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Vested Units owned by such Limited Partner; provided that in each case Unvested Units may not by be Transferred at any time. (e) [Reserved] (fd) Notwithstanding clauses (aanything to the contrary in Section 8.3(a), (b), (c) and (d) abovec), a Personal Planning Vehicle of a each Category 1 Limited Partner may Transfer Class A Units (i) to the donor thereof any stockholder, shareholder, partner, member or to the spouse similar equityholder of the donor thereof; such Category 1 Limited Partner as a result of a dividend or distribution by such Category 1 Limited Partner or (ii) if the Personal Planning Vehicle is to any Person as a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor result of the grantor retained annuity trustmerger, the estate sale of all or substantially all of the donor assets, liquidation or dissolution of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Category 1 Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Limited Partner Transfers. (a) Except as provided otherwise agreed to in clauses (b), (c), (d) writing between the General Partner and (f) the applicable Limited Partner and reflected in the books and records of this Section 8.03the Partnership, no Limited Partner or Assignee thereof may Transfer (including by exchanging in pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the General Partner, in its sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause anything otherwise to the contrary in this Section 8.03, from and after the fifth anniversary of the date hereof, each Limited Partner may Transfer Units in Exchange Transactions pursuant to, and in accordance with, the Exchange Agreement; provided that such Exchange Transactions shall be effected in compliance with policies that the General Partner may adopt or promulgate from time to time (including policies requiring the use of designated administrators or brokers). (c) The parties hereto agree that the Units held by CalPERS shall not be subject to the restrictions on Transfer set forth in paragraph (a) above. The parties hereto agree that the Units held by the Mubadala Holders shall not be subject to the restrictions on Transfer set forth in paragraph (a) above, except as provided in or pursuant to clauses (b), (c), (d) and (f) below and shall be subject to Section 8.04, each Limited Partner may exchange such restrictions agreed to in an Exchange Transaction up to 100% of writing by the Initial Vested Units owned by such Limited Partner at any time and from time to time; provided that Unvested Units may not be Transferred at any time. (c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make Mubadala Holders in one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal to the quotient of $250 million divided by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any Charityseparate agreements. (d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon anything otherwise to the death or Disability of an Employed Limited Partner, such Limited Partner may exchange contrary in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time. (e) [Reserved] (f) Notwithstanding clauses (a), (b), (c) and (d) abovethis Section 8.03, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units Units: (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Limited Partner Transfers. (a) Except as provided otherwise agreed to in clauses (b), (c), (d) writing between the General Partner and (f) the applicable Limited Partner and reflected in the books and records of this Section 8.03the Partnership, no Limited Partner or Assignee thereof may Transfer (including by exchanging in pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the General Partner, in its sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause anything otherwise to the contrary in this Section 8.03, from and after the fifth anniversary of the date hereof, each Limited Partner may Transfer Units in Exchange Transactions pursuant to, and in accordance with, the Exchange Agreement; provided that such Exchange Transactions shall be effected in compliance with policies that the General Partner may adopt or promulgate from time to time (including policies requiring the use of designated administrators or brokers). (c) The parties hereto agree that the Units held by CalPERS shall not be subject to the restrictions on Transfer set forth in paragraph (a) above. The parties hereto agree that the Units held by the Mubadala Holders shall not be subject to the restrictions on Transfer set forth in paragraph (a) above, except as provided and shall be subject such restrictions agreed to in or pursuant to clauses (b), (c), (d) and (f) below and subject to Section 8.04, each Limited Partner may exchange writing by the Mubadala Holders in an Exchange Transaction up to 100% of the Initial Vested Units owned by such Limited Partner at any time and from time to time; provided that Unvested Units may not be Transferred at any time. (c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal to the quotient of $250 million divided by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any Charityseparate agreements. (d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon anything otherwise to the death or Disability of an Employed Limited Partner, such Limited Partner may exchange contrary in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time. (e) [Reserved] (f) Notwithstanding clauses (a), (b), (c) and (d) abovethis Section 8.03, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units Units: (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Limited Partner Transfers. (a) Except as provided otherwise agreed to in clauses (b), (c), (d) writing between the General Partner and (f) the applicable Limited Partner and reflected in the books and records of this Section 8.03the Partnership, no Limited Partner or Assignee thereof may Transfer (including by exchanging in pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the General Partner, in its sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause (a) above, except as provided anything otherwise to the contrary in or pursuant to clauses (b), (c), (d) and (f) below and subject to this Section 8.048.03, each Limited Partner may exchange Transfer Units in Exchange Transactions pursuant to, and in accordance with, the Exchange Agreement; provided that such Exchange Transactions shall be effected in compliance with policies that the General Partner may adopt or promulgate from time to time (including policies requiring the use of designated administrators or brokers) in its sole discretion. Notwithstanding Section 17-702(d) of the Act, any Class A Units acquired by the Partnership pursuant to an Exchange Transaction up to 100% of the Initial Vested Units owned by such Limited Partner at any time and from time to time; provided that Unvested Units may shall not be Transferred at any timecancelled and shall be deemed re-issued to the General Partner by the Partnership. (c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal anything otherwise to the quotient of $250 million divided by the offering price per common unit contrary in the IPO for the purpose of making gratuitous transfers to any Charity. (d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time. (e) [Reserved] (f) Notwithstanding clauses (a), (b), (c) and (d) abovethis Section 8.03, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units Units: (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought. (d) Notwithstanding anything otherwise to the contrary in this Section 8.03, but subject to Section 8.06(b), Blackstone Limited Partners may Transfer all or any portion of their Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner.

Limited Partner Transfers. (a) Except as provided otherwise agreed to in clauses (b), (c), (d) writing between the General Partner and (f) the applicable Limited Partner and reflected in the books and records of this Section 8.03the Partnership, no Limited Partner or Assignee thereof may Transfer (including by exchanging in pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, including the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the General Partner, in its sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Limited PartnersPartners alike, whether or not such Limited Partners are similarly situated, and the exercise of any power or discretion by the General Partner or the Partnership in the case of any Limited Partner shall not constitute create any obligation on the breach part of the General Partner or the Partnership to take any similar action in the case of any duty hereunder other Limited Partner, it being understood that any power or otherwise existing at law, in equity or otherwisediscretion conferred upon the General Partner shall be treated as having been so conferred as to each Limited Partner separately. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause (a) above, except as provided in or pursuant to clauses (b), (c), (d) and (f) below and subject to Section 8.048.6, each Limited Partner may exchange Transfer Units in an Exchange Transaction up to 100% of Transactions pursuant to, and in accordance with, the Initial Vested Units owned by Exchange Agreement; provided that such Limited Exchange Transactions shall be effected in compliance with policies that the General Partner at (or any time and other Ares Company) may adopt or promulgate from time to time; provided that Unvested Units may not be Transferred at any timetime (including policies requiring the use of designated administrators or brokers). (c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal anything otherwise to the quotient of $250 million divided by the offering price per common unit contrary in the IPO for the purpose of making gratuitous transfers to any Charity. (d) Notwithstanding clauses (a) or (b) abovethis Section 8.3, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time. (e) [Reserved] (f) Notwithstanding clauses (a), (b), (c) and (d) above, a Personal Planning Vehicle of a Limited Partner (other than Alleghany) may Transfer Class A Units (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, its Permitted Transferees and Alleghany may Transfer Units to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be soughtAlleghany Permitted Transferee.

Limited Partner Transfers. (a) Except as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause (a) above, except as provided in or pursuant to clauses (b), (c), (d), (e) and (f) below and subject to Section 8.04, (i) each Limited Partner other than a Category 2 Limited Partner may exchange in an Exchange Transaction (x) up to 331/3% of the Initial Vested Units owned by such Limited Partner on the first anniversary of the consummation of the IPO at any time and from time to time following the first anniversary of the consummation of the IPO; (y) up to 662/3% of the Initial Vested Units owned by such Limited Partner on the second anniversary of the consummation of the IPO less any Initial Vested Units Transferred pursuant to clause (i) at any time and from time to time following the second anniversary of the consummation of the IPO; and (z) up to 100% of the Initial Vested Units owned by such Limited Partner at any time and from time to timetime following the third anniversary of the consummation of the IPO; and (ii) each Category 2 Limited Partner may exchange in an Exchange Transaction (x) up to 331/3% of the Initial Vested Units owned by such Limited Partner on December 31, 2008 at any time and from time to time following December 31, 2008; (y) up to 662/3% of the Initial Vested Units owned by such Limited Partner on December 31, 2009 less any Initial Vested Units Transferred pursuant to clause (i) at any time and from time to time following December 31, 2009; and (z) up to 100% of the Initial Vested Units owned by such Limited Partner at any time and from time to time following December 31, 2010; provided in each case that any Initial Units owned by a Personal Planning Vehicle of a Limited Partner shall be aggregated with the Initial Units owned by such Limited Partner for purposes of calculating the limitation set forth in this Section 8.03(b); and provided further in each case that Unvested Units may not be by Transferred at any time. (c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal to the quotient of $250 million divided by the offering price per common unit Common Unit in the IPO for the purpose of making gratuitous transfers to any Charity. (d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of in Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time. (e) [Reserved]Notwithstanding anything to the contrary herein, other than pursuant to Section 8.03(f), no Limited Partner that is or was a senior managing director of any of the Blackstone Holdings Partnerships or their subsidiaries nor any Personal Planning Vehicle of such Limited Partner may effect an Exchange Transaction and/or Transfer any Common Units at any time prior to December 31, 2009 other than pursuant to transactions or programs approved by the General Partner in its sole discretion. Any such determinations by the General Partner need not be uniform and may be made selectively among any such Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. (f) Notwithstanding clauses (a), (b), (c), (d) and (de) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Limited Partner Transfers. (a) Except as provided in clauses (b), ) and (c), (d) and (f) of this Section 8.038.01, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause (a) above, except as provided and subject to Section 8.03, each Limited Partner may exchange or otherwise Transfer Units in or an Exchange Transaction pursuant to clauses (b)the terms of the Exchange Agreement. In the case of a Transfer of Units in connection with an Exchange Transaction, the Percentage Interests of the Limited Partners shall be appropriately adjusted to provide for, as applicable, a decrease in the number of Units owned by the exchanging Limited Partner and an increase in the number of Units owned by APO LLC. (c)) Notwithstanding clause (a) above, (d) and (f) below and subject to Section 8.04, each Limited Partner that is a party to a Roll-up Agreement may exchange in an Exchange Transaction up to 100% of the Initial Vested or otherwise Transfer Units owned by such Limited Partner at any time and from time to time; provided that Unvested Units may not be Transferred at any time. (c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal pursuant to the quotient of $250 million divided by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any Charityterms and provisions thereof. (d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time. (e) [Reserved] (f) Notwithstanding clauses (a), (b), (c) and (d) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Limited Partner Transfers. (a) Except as provided in clauses (b), (c), (d) and (fc) of this Section 8.038.01, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause (a) above, except as provided and subject to Section 8.03, each Limited Partner may exchange or otherwise Transfer Common Units in or an Exchange Transaction pursuant to clauses (b)the terms of the Exchange Agreement. In the case of a Transfer of Common Units in connection with an Exchange Transaction, the Percentage Interests of the Limited Partners shall be appropriately adjusted to provide for, as applicable, a decrease in the number of Common Units owned by the exchanging Limited Partner and an increase in the number of Common Units owned by APO Corp. (c)) Notwithstanding clause (a) above, (d) and (f) below and subject to Section 8.04, each Limited Partner that is a party to a Roll-up Agreement may exchange in an Exchange Transaction up to 100% of the Initial Vested or otherwise Transfer Units owned by such Limited Partner at any time and from time to time; provided that Unvested Units may not be Transferred at any time. (c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal pursuant to the quotient of $250 million divided by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any Charityterms and provisions thereof. (d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time. (e) [Reserved] (f) Notwithstanding clauses (a), (b), (c) and (d) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Limited Partner Transfers. (a) Except as provided in clauses (b), (c), (d) and (fd) of this Section 8.038.03 or in Section 8.05, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior written consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, be null and void. (b) Notwithstanding clause (a) above, except as provided in or pursuant to clauses each Founding Limited Partner (b), (c), (dand each Permitted Transferee of such Founding Limited Partner) and (f) below and subject to Section 8.04, each Initial Non-Founding Limited Partner that is an Employed Initial Non-Founding Limited Partner on the fifth anniversary of the IPO (and each Permitted Transferee of such Initial Non-Founding Limited Partner) may exchange in an Exchange Transaction up to 100% all or a portion of the Vested Initial Vested Units owned by such Limited Partner or such Permitted Transferee for shares of Class A Common Stock pursuant to, and in accordance with, Article V of the Certificate of Incorporation or, if the General Partner and the exchanging Limited Partner or Permitted Transferee shall mutually agree, Transfer such Vested Initial Units to the General Partner, the Partnership or any of its subsidiaries for other consideration (in each case, an “Exchange Transaction”) at any time following the fifth anniversary of the consummation of the IPO. (c) Notwithstanding clause (a) above, each Initial Non-Founding Limited Partner that is not employed by the General Partner, the Partnership or any of its subsidiaries on the fifth anniversary of the IPO (and each Permitted Transferee of such Initial Non-Founding Limited Partner) may Transfer all or a portion of the Vested Initial Units owned by such Limited Partner or such Permitted Transferee in an Exchange Transaction at any time following the later to occur of (i) the eighth anniversary of the IPO and (ii) the fifth anniversary of the date such Initial Non-Founding Limited Partner ceased to be employed by the General Partner, the Partnership or any of its subsidiaries. (d) Notwithstanding clause (a) above and without limiting the foregoing provisions of clauses (b) and (c) above, the Equity Committee may authorize, in its sole discretion, at any time and from time to time; provided , any Founding Limited Partner (and/or any Permitted Transferee of a Founding Limited Partner) and/or any Initial Non-Founding Limited Partner that Unvested Units may not be Transferred at any time. (c) Notwithstanding clauses (a) or (b) above, with the prior consent of is employed by the General Partner, the Partnership or any of its subsidiaries at the time in question (ian “Employed Initial Non-Founding Limited Partner”) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to and/or any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal to the quotient of $250 million divided by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any Charity. (d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon the death or Disability Permitted Transferee of an Employed Initial Non-Founding Limited Partner, ) (such Limited Partner may exchange or Permitted Transferee, the “Permitted Exchange Party”) to Transfer all or a portion of the Vested Initial Units held by such Permitted Exchange Party in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iia “Permitted Exchange”) other than in accordance with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any timeSection 8.04. (e) [Reserved] (f) Notwithstanding clauses (a), (b), (c) and (d) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Limited Partner Transfers. (a) Except as provided otherwise agreed to in clauses (b), (c), (d) writing between the General Partner and (f) the applicable Limited Partner and reflected in the books and records of this Section 8.03the Partnership, no Limited Partner or Assignee thereof may Transfer (including by exchanging in pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the General Partner, in its sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. Notwithstanding anything otherwise to the contrary, the General Partner shall not unreasonably withhold, condition or delay its consent to any Transfer of Units by any Significant Limited Partner to (i) any organization that is described in Section 170(c) (determined without reference to Section 170(c)(2)(A)), Section 2055(a) or Section 2522(a) of the Code (or any successor provisions) (“Charitable Organizations”) or (ii) a member or members of such Significant Limited Partner’s family (it being understood that “family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin; descendants of any degree of such Significant Limited Partner, or of such Significant Limited Partner’s spouse or siblings) or a trust, the beneficiaries of which are primarily such Significant Limited Partner or a member or members of such Limited Partner’s family and/or Charitable Organizations, or to any other entity that is wholly owned by or established primarily for the benefit of such persons. (b) Notwithstanding clause (a) abovethe foregoing, except as provided in the parties hereto agree that the General Partner shall not unreasonably withhold, condition or pursuant delay its consent to clauses (b), (c), (d) and (f) below and subject to Section 8.04, each any Transfer of Vested Units by any Limited Partner may exchange in an Exchange Transaction up or any Assignee thereof who is not a current or former Service Provider to 100% (i) Charitable Organizations or (ii) a member or members of the Initial Vested Units owned such Limited Partner’s or any such Assignee’s family (it being understood that “family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin; descendants of any degree of such Limited Partner at or any time and from time such Assignee, or of such Limited Partner’s or any such Assignee’s spouse or siblings) or to time; provided a trust, the beneficiaries of which are primarily such Limited Partner or any such Assignee or a member or members of such Limited Partner’s or any such Assignee’s family and/or Charitable Organizations or to any other entity that Unvested Units may not be Transferred at any timeis wholly owned by or established primarily for the benefit of such persons. (c) Notwithstanding clauses anything otherwise to the contrary in this Section 8.03, each Limited Partner may Transfer Units in an Exchange Transaction pursuant to, and in accordance with, the Exchange Agreement. Notwithstanding Section 17-702(d) of the Act, any Class A Unit acquired by the Partnership (ax) or (b) above, with the prior consent in exchange for a share of Class A common stock of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in Partner pursuant to an Exchange TransactionTransaction or (y) for cash pursuant to any Charity at any time an Exchange Transaction that the General Partner elects to fund with the new issuance of a share of Class A common stock, in each case, shall not be cancelled and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal automatically shall be deemed re-issued to the quotient of $250 million divided General Partner by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any CharityPartnership. (d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon anything otherwise to the death or Disability of an Employed Limited Partner, such Limited Partner may exchange contrary in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time. (e) [Reserved] (f) Notwithstanding clauses (a), (b), (c) and (d) abovethis Section 8.03, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units Units: (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Limited Partner Transfers. (a) Except as provided in clauses (b), ) and (c), (d) and (f) of this Section 8.038.01, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause (a) above, except as provided and subject to Section 8.03, each Limited Partner may exchange or otherwise Transfer Units in or an Exchange Transaction pursuant to clauses (b)the terms of the Exchange Agreement. In the case of an Transfer of Units in connection with an Exchange Transaction, the Percentage Interests of the Limited Partners shall be appropriately adjusted to provide for, as applicable, a decrease in the number of Units owned by the Exchanging Limited Partner and an increase in the number of Units owned by APO Corp. (c)) Notwithstanding clause (a) above, (d) and (f) below and subject to Section 8.04, each Limited Partner that is a party to a Roll-up Agreement may exchange in an Exchange Transaction up to 100% of the Initial Vested or otherwise Transfer Units owned by such Limited Partner at any time and from time to time; provided that Unvested Units may not be Transferred at any time. (c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal pursuant to the quotient of $250 million divided by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any Charityterms and provisions thereof. (d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time. (e) [Reserved] (f) Notwithstanding clauses (a), (b), (c) and (d) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Limited Partner Transfers. (a) Except as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s 's sole discretion. Any such determination in the General Partner’s 's discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause (a) above, except as provided in or pursuant to clauses (b), (c), (d), (e) and (f) below and subject to Section 8.04, (i) each Limited Partner other than a Category 2 Limited Partner may exchange in an Exchange Transaction (x) up to 331/3% of the Initial Vested Units owned by such Limited Partner on the first anniversary of the consummation of the IPO at any time and from time to time following the first anniversary of the consummation of the IPO; (y) up to 662/3% of the Initial Vested Units owned by such Limited Partner on the second anniversary of the consummation of the IPO less any Initial Vested Units Transferred pursuant to clause (i) at any time and from time to time following the second anniversary of the consummation of the IPO; and (z) up to 100% of the Initial Vested Units owned by such Limited Partner at any time and from time to timetime following the third anniversary of the consummation of the IPO; and (ii) each Category 2 Limited Partner may exchange in an Exchange Transaction (x) up to 331/3% of the Initial Vested Units owned by such Limited Partner on December 31, 2008 at any time and from time to time following December 31, 2008; (y) up to 662/3% of the Initial Vested Units owned by such Limited Partner on December 31, 2009 less any Initial Vested Units Transferred pursuant to clause (i) at any time and from time to time following December 31, 2009; and (z) up to 100% of the Initial Vested Units owned by such Limited Partner at any time and from time to time following December 31, 2010; provided in each case that any Initial Units owned by a Personal Planning Vehicle of a Limited Partner shall be aggregated with the Initial Units owned by such Limited Partner for purposes of calculating the limitation set forth in this Section 8.03(b); and provided further in each case that Unvested Units may not be by Transferred at any time. (c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal to the quotient of $250 million divided by the offering price per common unit Common Unit in the IPO for the purpose of making gratuitous transfers to any Charity. (d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s 's termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s 's termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of in Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time. (e) [Reserved]Notwithstanding anything to the contrary herein, other than pursuant to Section 8.03(f), no Limited Partner that is or was a senior managing director of any of the Blackstone Holdings Partnerships or their subsidiaries nor any Personal Planning Vehicle of such Limited Partner may effect an Exchange Transaction and/or Transfer any Common Units at any time prior to December 31, 2009 other than pursuant to transactions or programs approved by the General Partner in its sole discretion. Any such determinations by the General Partner need not be uniform and may be made selectively among any such Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. (f) Notwithstanding clauses (a), (b), (c), (d) and (de) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Limited Partner Transfers. (a) Except as provided in clauses (b), (c), (d) and (fc) of this Section 8.038.01, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause (a) above, except as provided and subject to Section 8.03, each Limited Partner may exchange or otherwise Transfer Common Units in or an Exchange Transaction pursuant to clauses (b)the terms of the Exchange Agreement. In the case of a Transfer of Common Units in connection with an Exchange Transaction, the Percentage Interests of the Limited Partners shall be appropriately adjusted to provide for, as applicable, a decrease in the number of Common Units owned by the exchanging Limited Partner and an increase in the number of Common Units owned by APO LLC. (c)) Notwithstanding clause (a) above, (d) and (f) below and subject to Section 8.04, each Limited Partner that is a party to a Roll-up Agreement may exchange in an Exchange Transaction up to 100% of the Initial Vested or otherwise Transfer Units owned by such Limited Partner at any time and from time to time; provided that Unvested Units may not be Transferred at any time. (c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal pursuant to the quotient of $250 million divided by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any Charityterms and provisions thereof. (d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time. (e) [Reserved] (f) Notwithstanding clauses (a), (b), (c) and (d) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Limited Partner Transfers. (a) Except (i) as provided otherwise agreed to in clauses (b), (c), (d) writing between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership and (fii) of this Section 8.03with respect to Exchange Transactions and other Transfers to FSAM pursuant to the Exchange Agreement or Contribution Agreement, no Limited Partner or Assignee thereof may Transfer (including by exchanging in pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the General Partner, in its sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause (a) above, except as provided anything otherwise to the contrary in or pursuant to clauses (b), (c), (d) and (f) below and subject to this Section 8.048.02, each Limited Partner may exchange Transfer Units in an Exchange Transaction up to 100% of Transactions pursuant to, and in accordance with, the Initial Vested Units owned by Exchange Agreement; provided that such Limited Exchange Transactions shall be effected in compliance with policies that the General Partner at any time and may adopt or promulgate from time to time; provided that Unvested Units may not be Transferred at any timetime (including policies requiring the use of designated administrators or brokers). (c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal anything otherwise to the quotient of $250 million divided by the offering price per common unit contrary in the IPO for the purpose of making gratuitous transfers to any Charity. (d) Notwithstanding clauses (a) or (b) abovethis Section 8.02, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such a Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time. (e) [Reserved] (f) Notwithstanding clauses (a), (b), (c) and (d) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units Units: (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Limited Partner Transfers. (a) Except as provided in clauses (b), (c), (d) and (fc) of this Section 8.038.01, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause (a) above, except as provided and subject to Section 8.03, each Limited Partner may exchange or otherwise Transfer Units in or an Exchange Transaction pursuant to clauses (b)the terms of the Exchange Agreement. In the case of a Transfer of Units in connection with an Exchange Transaction, the Percentage Interests of the Limited Partners shall be appropriately adjusted to provide for, as applicable, a decrease in the number of Units owned by the exchanging Limited Partner and an increase in the number of Units owned by APO Corp. (c)) Notwithstanding clause (a) above, (d) and (f) below and subject to Section 8.04, each Limited Partner that is a party to a Roll-up Agreement may exchange in an Exchange Transaction up to 100% of the Initial Vested or otherwise Transfer Units owned by such Limited Partner at any time and from time to time; provided that Unvested Units may not be Transferred at any time. (c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal pursuant to the quotient of $250 million divided by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any Charityterms and provisions thereof. (d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time. (e) [Reserved] (f) Notwithstanding clauses (a), (b), (c) and (d) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Limited Partner Transfers. (a) Except as provided in clauses (b), ) and (c), (d) and (f) of this Section 8.038.01, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause (a) above, except as provided and subject to Section 8.03, each Limited Partner may exchange or otherwise Transfer Units in or an Exchange Transaction pursuant to clauses (b)the terms of the Exchange Agreement. In the case of a Transfer of Units in connection with an Exchange Transaction, the Percentage Interests of the Limited Partners shall be appropriately adjusted to provide for, as applicable, a decrease in the number of Units owned by the Exchanging Limited Partner and an increase in the number of Units owned by APO LLC. (c)) Notwithstanding clause (a) above, (d) and (f) below and subject to Section 8.04, each Limited Partner that is a party to a Roll-up Agreement may exchange in an Exchange Transaction up to 100% of the Initial Vested or otherwise Transfer Units owned by such Limited Partner at any time and from time to time; provided that Unvested Units may not be Transferred at any time. (c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal pursuant to the quotient of $250 million divided by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any Charityterms and provisions thereof. (d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time. (e) [Reserved] (f) Notwithstanding clauses (a), (b), (c) and (d) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Limited Partner Transfers. (a) Except as provided in clauses (b), (c), (d) and (fe) of this Section 8.038.03 or in Section 8.05, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior written consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, be null and void. (b) Notwithstanding clause (a) above, above and except as provided otherwise agreed to in or pursuant to clauses (b), (c), (d) writing between the General Partner and (f) below and subject to Section 8.04the applicable Limited Partner, each Initial Limited Partner (and the Permitted Transferees of such Initial Limited Partner) may exchange in an Exchange Transaction up to 100% of the Vested Initial Vested Units owned by such Limited Partner at any time or such Permitted Transferees for shares of Class A Common Stock pursuant to, and from time in accordance with, Article V of the Certificate of Incorporation or, if the General Partner and the exchanging Limited Partner or Permitted Transferee shall mutually agree, Transfer such Vested Initial Units to time; provided that Unvested Units may not be Transferred at any time. (c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, the Partnership or any of its subsidiaries for other consideration (in each case, an “Exchange Transaction”) as follows: (i) the Category 1 Limited Partners may make one on or more gratuitous Transfers (including by exchanging in after December 31, 2009, an Exchange Transaction) to any Charity at any time and from time to time up to a aggregate number of Vested Initial Vested Units that does not exceed 20% of the Initial Units owned by such Initial Limited Partners Partner as of the date of this Agreement, provided that if such Initial Limited Partner is equal an Initial Non-Founding Limited Partner such Initial Non-Founding Limited Partner is an Employed Initial Non-Founding Limited Partner on such date; (ii) on or after December 31, 2010, an aggregate number of Vested Initial Units that, when taken together with all other Vested Initial Units permitted to be Transferred pursuant to this clause (b), does not exceed 40% of the quotient Initial Units owned by such Initial Limited Partner as of $250 million divided the date of this Agreement, provided that if such Initial Limited Partner is an Initial Non-Founding Limited Partner such Initial Non-Founding Limited Partner is an Employed Initial Non-Founding Limited Partner on such date; (iii) on or after December 31, 2011, an aggregate number of Vested Initial Units that, when taken together with all other Vested Initial Units permitted to be Transferred pursuant to this clause (b), does not exceed 60% of the Initial Units owned by such Initial Limited Partner as of the offering price per common unit in date of this Agreement, provided that if such Initial Limited Partner is an Initial Non-Founding Limited Partner such Initial Non-Founding Limited Partner is an Employed Initial Non-Founding Limited Partner on such date; (iv) on or after December 31, 2012, an aggregate number of Vested Initial Units that, when taken together with all other Vested Initial Units permitted to be Transferred pursuant to this clause (b), does not exceed 80% of the IPO for Initial Units owned by such Initial Limited Partner as of the purpose date of making gratuitous transfers to any Charity. (d) Notwithstanding clauses (a) this Agreement, provided that if such Initial Limited Partner is an Initial Non-Founding Limited Partner such Initial Non-Founding Limited Partner is an Employed Initial Non-Founding Limited Partner on such date; or (v) on or after December 31, 2013, an aggregate number of Vested Initial Units that, when taken together with all other Vested Initial Units permitted to be Transferred pursuant to this clause (b) above), if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to does not exceed 100% of the Initial Units owned by such Initial Limited Partner as of the date of this Agreement, provided that if such Initial Limited Partner is an Initial Non-Founding Limited Partner such Initial Non-Founding Limited Partner is an Employed Initial Non-Founding Limited Partner on such date. To the extent that any Initial Limited Partner (or any Permitted Transferee of such Initial Limited Partner; ) Transfers Vested Initial Units on or after the date of this Agreement (including, without limitation, Transfers consented to by the General Partner pursuant to clause (a) above, Transfers in a Permitted Exchange authorized by the Equity Committee pursuant to clause (d) below and Transfers to a Charity pursuant to subclause (ii) other than with respect of Section 8.05), except Transfers to a Category 1 Family Trust expressly permitted pursuant to subclause (i) of Section 8.05 and Transfers to a Charity expressly permitted pursuant to subclause (iii) of Section 8.05, the aggregate number of Vested Initial Units that such Initial Limited Partner (and the Permitted Transferees of such Initial Limited Partner) may Transfer in an Exchange Transaction pursuant to any of the foregoing subclauses of the immediately preceding sentence of this clause (b) shall be reduced by the aggregate number of Vested Initial Units so Transferred. Exchange Transactions and/or Transfers of shares of Class A Common Stock received thereupon pursuant to the first sentence of this clause (b) shall be subject to lock-up periods, if any, imposed by the underwriters of any underwritten public offering of shares of Class A Common Stock no longer than those imposed upon the General Partner. (c) Notwithstanding clause (a) above and except as otherwise agreed to in writing between the General Partner and the applicable Limited Partner, following an Employed each Initial Non-Founding Limited Partner (and each Permitted Transferee of such Initial Non-Founding Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment may Transfer all or (B) the expiration a portion of the longest applicable Restricted Period with respect to such Employed Limited Partner, Vested Initial Units owned by such Limited Partner may exchange or such Permitted Transferee in an Exchange Transaction at any time following the later to occur of (i) August 14, 2014 and from time to time up to 100% (ii) the fifth anniversary of the date such Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Non-Founding Limited Partner ceased to be employed by the General Partner, the Partnership or any of its subsidiaries. (d) Notwithstanding clause (a) above and without limiting the foregoing provisions of clauses (b) and (c) above, the Equity Committee may exchange authorize, in an Exchange Transaction its sole discretion, at any time and from time to time, any Founding Limited Partner (and/or any Permitted Transferee of a Founding Limited Partner) and/or any Initial Non-Founding Limited Partner that is employed by the General Partner, the Partnership or any of its subsidiaries at the time up in question (an “Employed Initial Non-Founding Limited Partner”) (and/or any Permitted Transferee of an Employed Initial Non-Founding Limited Partner) (such Limited Partner or Permitted Transferee, the “Permitted Exchange Party”) to 100% Transfer all or a portion of the Vested Initial Units owned held by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange Permitted Exchange Party in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that (a “Permitted Exchange”) in each case Unvested Units may not by Transferred at any timeaccordance with Section 8.04. (e) [Reserved]Notwithstanding clause (a) above and except as otherwise agreed to in writing between the General Partner and the applicable Limited Partner, (i) after the fifth anniversary of the date of the RLS Subscription Agreement or (ii) upon Xxxxx X. Xxxxxxxxxxx’x death, Disability, termination without Cause or resignation for Good Reason (as each of Disability, Cause and Good Reason is defined in the RLS Employment Agreement) or a Change in Control (as defined in the General Partner’s 2006 Stock Incentive Plan), the RLS Investors (and each Permitted Transferee of the RLS Investors) may Transfer all or a portion of the Class B-3 Units issued pursuant to the RLS Subscription Agreement and owned by the RLS Investors or such Permitted Transferee in an Exchange Transaction. (f) Notwithstanding clauses Until the earlier of (ax) the fifth anniversary of the date of the RLS Subscription Agreement or (y) Xxxxx X. Xxxxxxxxxxx’x death, Disability, termination without Cause or resignation for Good Reason (as each of Disability, Cause and Good Reason is defined in the RLS Employment Agreement) or a Change in Control (as defined in the General Partner’s 2006 Stock Incentive Plan), the RLS Investors (b), (cand each Permitted Transferee of the RLS Investors) and (d) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units not (i) offer, pledge, sell, contract to the donor thereof sell, sell any option or contract to the spouse of the donor thereof; purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Class B Units or Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class B Units or Class A Common Stock, (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated enter into any swap or other arrangement that transfers to make one another, in whole or more distributions to the donor in part, any of the grantor retained annuity trust, the estate economic consequences of ownership of the donor of the grantor retained annuity trustClass B Units or Class A Common Stock, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to whether any such Persons; transaction described in clause (i) or (ii) above is to be settled by delivery of Class B Units or Class A Common Stock or such other securities, in cash or otherwise or (iii) upon publicly disclose the death intention to do any of the foregoing without the prior written consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such Limited legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. For the avoidance of doubt, the General Partner hereby consents to Transfers by the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A RLS Investors (or any successor provisions) and each Permitted Transferee of the Code may be soughtRLS Investors) expressly permitted by Section 8.05 below.

Limited Partner Transfers. (a) Except as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause (a) above, except as provided in or pursuant to clauses (b), (c), (d), (e) and (f) below and subject to Section 8.04, each Limited Partner may exchange in an Exchange Transaction up to 100% of the Initial Vested Units owned by such Limited Partner at any time and from time to time; provided that Unvested Units may not be Transferred at any time. (c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal to the quotient of $250 million divided by the offering price per common unit Common Unit in the IPO for the purpose of making gratuitous transfers to any Charity. (d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of in Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time. (e) [Reserved] (f) Notwithstanding clauses (a), (b), (c), (d) and (de) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Limited Partner Transfers. (a) Except as provided in clauses (b), (c), (d) and (fc) of this Section 8.038.03 or in Section 8.05, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units or other interest in the Partnership Interests (or beneficial interest therein) without the prior written consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units or Interests that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, be null and void. (b) Notwithstanding clause (a) above, except as provided in or pursuant and subject to clauses (b), (c), clause (d) below, and (f) below except as otherwise agreed to in writing between the General Partner and subject to Section 8.04the applicable Limited Partner, each Limited Partner may exchange in an Exchange Transaction up to 100% of the Initial Vested Units (other than Vested Class I-P Units, Vested Class J Units and Vested Class K-P Units) owned by such Limited Partner at for shares of Class A Common Stock pursuant to, and in accordance with, Article V of the Certificate of Incorporation or, if the General Partner and the exchanging Limited Partner or Permitted Transferee shall mutually agree, Transfer such Vested Units to the General Partner, the Partnership or any time of its subsidiaries for other consideration (in each case, an “Exchange Transaction”). Exchange Transactions and/or Transfers of shares of Class A Common Stock received thereupon pursuant to the first sentence of this clause (b) shall be subject to lock-up periods, if any, imposed by the underwriters of any underwritten public offering of shares of Class A Common Stock no longer than those imposed upon the General Partner. Notwithstanding the foregoing, exchanges of Class E Units, Class I Units and from time Class K Units are subject to time; provided that Unvested Units may not be Transferred at any timethe additional limitations and conditions set forth in Section 8.03(d). (c) Notwithstanding clauses clause (a) or above and except as otherwise agreed to in writing between the General Partner and the applicable Limited Partner, the RLS Investors (b) above, with the prior consent and each Permitted Transferee of the General Partner, (iRLS Investors) may Transfer all or a portion of the Category 1 Limited Partners may make one Units issued pursuant to the RLS Subscription Agreement and owned by the RLS Investors or more gratuitous Transfers (including by exchanging such Permitted Transferee in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal to the quotient of $250 million divided by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any Charity. (d) Notwithstanding clauses (a) or clause (b) above, if earlier: Exchange Transactions are subject to the following additional limitations and conditions: (i) upon the death or Disability Exchanges of an Employed Limited PartnerClass E Units, such Limited Partner may exchange in Class I Units and Class K Units for shares of Class A Common Stock shall occur only on an Exchange Transaction at any time Date (unless the General Partner shall agree in writing otherwise and from time subject to time up the General Partner’s mandatory exchange right in clause (iii) below) as follows: (a) Vested Class E Units that are Non-Founder Class E Units may be exchanged for Class A Common Stock only on an Exchange Date occurring on or after the date on which they become vested pursuant to 100Section 8.01(d); (b) 40% of the Initial Founder Class E Units owned by such Limited Partner; (ii) other than with respect delivered to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration each of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner Holding Partners on the Closing Date may exchange in be exchanged into shares of Class A Common Stock only on an Exchange Transaction at any time and from time to time up to 100Date following the Closing; (c) 20% of the Initial Founder Class E Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination delivered to each of employment, any Category 1 Limited Partner the Holding Partners on the Closing Date may exchange in be exchanged into shares of Class A Common Stock only on an Exchange Transaction at any time and from time to time up to 100Date following the first anniversary date of the Closing; (d) 20% of the Initial Founder Class E Units owned by such Limited Partner; and (iv) upon delivered to each of the occurrence Holding Partners on the Closing Date may be exchanged into shares of a Change of Control, any Limited Partner may exchange in Class A Common Stock only on an Exchange Transaction at any time and from time to time up to 100% Date following the second anniversary date of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time.Closing; (e) [Reserved]20% of the Founder Class E Units delivered to each of the Holding Partners on the Closing Date may be exchanged into shares of Class A Common Stock only on an Exchange Date following the third anniversary date of the Closing; (f) Notwithstanding clauses (a), (b), (c) and (d) above, a Personal Planning Vehicle 40% of a Limited the IE Class E Units delivered to each IE Partner on the IE Closing Date may Transfer be exchanged into shares of Class A Common Stock only on an Exchange Date following the IE Closing; (g) 20% of the IE Class E Units delivered to each IE Partner on the IE Closing Date may be exchanged into shares of Class A Common Stock only on an Exchange Date following the first anniversary date of the IE Closing; (h) 20% of the IE Class E Units delivered to each IE Partner on the IE Closing Date may be exchanged into shares of Class A Common Stock only on an Exchange Date following the second anniversary date of the IE Closing; (i) 20% of the IE Class E Units delivered to each IE Partner on the IE Closing Date may be exchanged into shares of Class A Common Stock only on an Exchange Date following the third anniversary date of the IE Closing; (j) Class E Units delivered upon conversion of Class G Interests and Class J Units pursuant to Section 8.03 may be exchanged into shares of Class A Common Stock only on an Exchange Date following their delivery; (k) Class I Units delivered upon conversion of Class I-P Units pursuant to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code Class I Subscription Agreement may be sought.exchanged into shares of Class A Common Stock only on an Exchange Date following their delivery;

Limited Partner Transfers. (a) Except as provided otherwise agreed to in clauses (b), (c), (d) writing between the General Partner and (f) the applicable Limited Partner and reflected in the books and records of this Section 8.03the Partnership, no Limited Partner or Assignee thereof may Transfer (including by exchanging in pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the General Partner, in its sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. Notwithstanding anything otherwise to the contrary, the General Partner shall not unreasonably withhold, condition or delay its consent to any Transfer of Units by any Significant Limited Partner to any organization that is described in Section 170(c) (determined without reference to Section 170(c)(2)(A)), Section 2055(a) or Section 2522(a) of the Code (or any successor provisions) or to a member or members of such Significant Limited Partner’s family (it being understood that “family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin; descendants of any degree of such Significant Limited Partner, or of such Significant Limited Partner’s spouse or siblings; and charitable organizations, such as private foundations, established by such Significant Limited Partner and controlled by “family”) or to a trust, the beneficiaries of which are exclusively such Significant Limited Partner or a member or members of such Limited Partner’s family or to any other entity that is wholly owned by such persons. (b) Notwithstanding clause (a) abovethe foregoing, except as provided in the parties hereto agree that the General Partner shall not unreasonably withhold, condition or pursuant delay its consent to clauses (b), (c), (d) and (f) below and subject to Section 8.04, each any Transfer of Vested Units by any Limited Partner may exchange in an Exchange Transaction up or any Assignee thereof who is not a current or former Service Provider to 100% a member or members of the Initial Vested Units owned such Limited Partner’s or any such Assignee’s family (it being understood that “family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin; descendants of any degree of such Limited Partner or any such Assignee, or of such Limited Partner’s or any such Assignee’s spouse or siblings; and charitable organizations, such as private foundations, established by such Limited Partner at or any time such Assignee and from time controlled by “family”) or to time; provided a trust, the beneficiaries of which are exclusively such Limited Partner or any such Assignee or a member or members of such Limited Partner’s or any such Assignee’s family or to any other entity that Unvested Units may not be Transferred at any timeis wholly owned by such persons. (c) Notwithstanding clauses anything otherwise to the contrary in this Section 8.03, each Limited Partner may Transfer Units in an Exchange Transaction pursuant to, and in accordance with, the Exchange Agreement. Notwithstanding Section 17-702(d) of the Act, any Class A Unit acquired by the Partnership (ax) or (b) above, with the prior consent in exchange for a share of Class A common stock of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in Partner pursuant to an Exchange TransactionTransaction or (y) for cash pursuant to any Charity at any time an Exchange Transaction that the General Partner elects to fund with the new issuance of a share of Class A common stock, in each case, shall not be cancelled and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal automatically shall be deemed re-issued to the quotient of $250 million divided General Partner by the offering price per common unit in the IPO for the purpose of making gratuitous transfers to any CharityPartnership. (d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon anything otherwise to the death or Disability of an Employed Limited Partner, such Limited Partner may exchange contrary in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time. (e) [Reserved] (f) Notwithstanding clauses (a), (b), (c) and (d) abovethis Section 8.03, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units Units: (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Limited Partner Transfers. (a) Except as provided otherwise agreed to in clauses (b), (c), (d) writing between the General Partner and (f) the applicable Limited Partner and reflected in the books and records of this Section 8.03the Partnership, no Limited Partner or Assignee thereof may Transfer (including by exchanging in pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the General Partner, in its sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause (a) above, except as provided anything otherwise to the contrary in or pursuant to clauses (b), (c), (d) and (f) below and subject to this Section 8.048.02, each Limited Partner may exchange Transfer Units in an Exchange Transaction up to 100% of Transactions pursuant to, and in accordance with, the Initial Vested Units owned by Exchange Agreement; provided that such Limited Exchange Transactions shall be effected in compliance with policies that the General Partner at any time and may adopt or promulgate from time to time; provided that Unvested Units may not be Transferred at any timetime (including policies requiring the use of designated administrators or brokers). (c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal anything otherwise to the quotient of $250 million divided by the offering price per common unit contrary in the IPO for the purpose of making gratuitous transfers to any Charity. (d) Notwithstanding clauses (a) or (b) above, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time. (e) [Reserved] (f) Notwithstanding clauses (a), (b), (c) and (d) abovethis Section 8.02, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units Units: (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be sought.

Limited Partner Transfers. (a) Except as provided otherwise agreed to in clauses (b), (c), (d) writing between the General Partner and (f) the applicable Limited Partner and reflected in the books and records of this Section 8.03the Partnership, no Limited Partner or Assignee thereof may Transfer (including by exchanging in pursuant to an Exchange Transaction) all or any portion of its Units or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including, without limitation, including the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the General Partner, in its sole discretion. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Limited PartnersPartners alike, whether or not such Limited Partners are similarly situated, and the exercise of any power or discretion by the General Partner or the Partnership in the case of any Limited Partner shall not constitute create any obligation on the breach part of the General Partner or the Partnership to take any similar action in the case of any duty hereunder other Limited Partner, it being understood that any power or otherwise existing at law, in equity or otherwisediscretion conferred upon the General Partner shall be treated as having been so conferred as to each Limited Partner separately. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. (b) Notwithstanding clause (a) above, except as provided in or pursuant to clauses (b), (c), (d) and (f) below and subject to Section 8.048.6, each Limited Partner may exchange Transfer Units in an Exchange Transaction up to 100% of Transactions pursuant to, and in accordance with, the Initial Vested Units owned by Exchange Agreement; provided that such Limited Exchange Transactions shall be effected in compliance with policies that the General Partner at (or any time and other Ares Company) may adopt or promulgate from time to time; provided that Unvested Units may not be Transferred at any timetime (including policies requiring the use of designated administrators or brokers). (c) Notwithstanding clauses (a) or (b) above, with the prior consent of the General Partner, (i) the Category 1 Limited Partners may make one or more gratuitous Transfers (including by exchanging in an Exchange Transaction) to any Charity at any time and from time to time up to a number of Initial Vested Units owned by such Limited Partners that is equal anything otherwise to the quotient of $250 million divided by the offering price per common unit contrary in the IPO for the purpose of making gratuitous transfers to any Charity. (d) Notwithstanding clauses (a) or (b) abovethis Section 8.3, if earlier: (i) upon the death or Disability of an Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (ii) other than with respect to a Category 1 Limited Partner, following an Employed Limited Partner’s termination of employment and after the earlier to occur of (A) one year from the date of termination of employment or (B) the expiration of the longest applicable Restricted Period with respect to such Employed Limited Partner, such Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; (iii) following Xx. Xxxxxxx X. Schwarzman’s termination of employment, any Category 1 Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; and (iv) upon the occurrence of a Change of Control, any Limited Partner may exchange in an Exchange Transaction at any time and from time to time up to 100% of the Initial Units owned by such Limited Partner; provided that in each case Unvested Units may not by Transferred at any time. (e) [Reserved] (f) Notwithstanding clauses (a), (b), (c) and (d) above, a Personal Planning Vehicle of a Limited Partner may Transfer Class A Units (i) to the donor thereof or to the spouse of the donor thereof; (ii) if the Personal Planning Vehicle is a grantor retained annuity trust and the trustee(s) of such grantor retained annuity trust is obligated to make one or more distributions to the donor of the grantor retained annuity trust, the estate of the donor of the grantor retained annuity trust, the spouse of the donor of the grantor retained annuity trust or the estate of the spouse of the donor of the grantor retained annuity trust, to any such Persons; or (iii) upon the death of such Limited Partner, to the spouse of such Limited Partner or a trust for which a deduction under Section 2056 or 2056A (or any successor provisions) of the Code may be soughtits Permitted Transferees.