Common use of Successors and Assigns; Third Party Beneficiaries Clause in Contracts

Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and permitted assigns. Except as contemplated by Article VIII, nothing in this Agreement shall confer upon any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. No party shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rights.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Articles VI and VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Sections 5.8(d)(ii)(A) and 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the SP VII Agreements, the limited partners in SP VII shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, defined in section 11.3 (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the SP VII Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the SP Infrastructure III Agreements, (x) the limited partners in SP Infrastructure III shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in Section 9.4(a) of the other partySP Infrastructure III Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP Infrastructure III Partnership Agreement), in a manner materially adverse to such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) limited partners shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned 662⁄3% Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for term is used in the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the SP Infrastructure III Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the SP XX XX Agreements, (x) the limited partners in SP VIII shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in Section 9.4(a) of the other partySP XX XX Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP XX XX Partnership Agreement), in a manner materially adverse to such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) limited partners shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned 662⁄3% Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for term is used in the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the SP XX XX Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Members and their respective legal representatives, heirs, successors and permitted assigns. Except as contemplated by Article VIII, nothing in this Agreement shall confer upon any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. No party shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rights.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the XXXX Agreements, (x) the limited partner in XXXX shall be a third-party beneficiary of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIIIthey relate to any Clawback Amount (for purpose of this sentence, nothing as defined in Section 9.4 of the XXXX Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this Agreement sentence, as defined in Section 9.4 of the XXXX Partnership Agreement), shall confer upon be effective against such limited partner only with the Consent (as such term is used in the XXXX Partnership Agreement) of such limited partner. Notwithstanding any Person other term of this Agreement, the consent of any person who is not a party to this AgreementAgreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or the legal representatives of such Personrelease, any rights rescission or remedies of any nature or kind whatsoever under or by reason of termination of, this Agreement. No party shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rights.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Articles VI and VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Sections 5.8(d)(ii)(A) and 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BREP VII Agreements, (x) the limited partners in BREP VII shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.8(b) of the other partyBREP VII Partnership Agreement), such consent not and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in paragraph 9.2.8(b) of the BREP VII Partnership Agreement), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for term is used in the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BREP VII Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI Agreements, as contemplated by Article VIIIapplicable, nothing (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), shall confer upon be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or the Combined Limited Partner Consent (as such term is defined in the BPPI Partnership Agreement). Notwithstanding any Person other term of this Agreement, the consent of any person who is not a party to this AgreementAgreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or the legal representatives of such Personrelease, any rights rescission or remedies of any nature or kind whatsoever under or by reason of termination of, this Agreement. No party shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rights.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the SP VIII Agreements, (x) the limited partners in SP VIII shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in Section 9.4(a) of the other partySP VIII Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP VIII Partnership Agreement), in a manner materially adverse to such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) limited partners shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned 662⁄3% Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for term is used in the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the SP VIII Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Articles VI and VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Sections 5.8(d)(ii)(A) and 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the SP VI Agreements, the limited partners in SP VI shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, defined in section 11.3 (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the SP VI Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except as contemplated by Article VIII, nothing in this Agreement shall confer upon any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. No party shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rights.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BCP VIII Agreements, (x) the limited partners in BCP VIII shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.8(b) of the other partyBCP VIII Partnership Agreement), such consent not and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in paragraph 9.2.8(c) of the BCP VIII Partnership Agreement), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned 66 2/3% Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no term is used in the BCP VIII Partnership Agreement) unless such assignee or transferee may further assign any such rights, (b) for amendment does not adversely affect the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase LPs’ rights under paragraph 9.2.8 of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BCP VIII Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3, inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines, in its good faith judgment, based on the standard set forth in Section 5.7(e)(ii)(A), to pursue such transferee, pursue payment (including any Net Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, in any person other than the Members and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, the provisions of Sections 5.7(d)(i) and (iii) shall inure to the benefit ofof the limited partners or other investors in BMEZP, and be binding upon, such limited partners or investors shall have the parties hereto and their respective successors and permitted assigns. Except as contemplated by Article VIII, nothing in this Agreement shall confer upon any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. No party shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled right to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing provisions thereof to the Buyer, all of its rights, benefits, obligations and interests hereunder, and extent the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsCompany does not otherwise do so.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BCP Asia Agreements, (x) the limited partners in BCP Asia shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.8(b) of the other partyBCP Asia Partnership Agreement), such consent not and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in paragraph 9.2.8(c) of the BCP Asia Partnership Agreement), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned 66 2/3% Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for term is defined in the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BCP Asia Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Articles VI and VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines in its good faith judgment, based on the standards set forth in Sections 5.8(d)(ii)(A) and 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BCRED Agreements, (x) the provisions of Section 5.8(d)(i)(A) and of the first sentence of clause (A) of Section 5.8(d)(ii) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BCRED Partnership Agreement) shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and permitted assigns. Except as contemplated by Article VIII, nothing in this Agreement shall confer upon any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. No party shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that limited partners in BCRED (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named third party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunderbeneficiaries), and the Selling Parties hereby consent persons required by the BCRED Agreements to be subject to such provisions shall be subject thereto in accordance with, and subject to the exercise by any such party of any rightslimitations set forth in, benefitsthe BCRED Agreements, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (cy) each the amendment of the Selling Parties may, without Buyer's prior written consent, assign provisions of Section 5.8(d)(i)(A) or transfer its rights under Section 8.2(c) hereof to one or more of the first sentence of clause (A) of Section 5.8(d)(ii) (or the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BCRED Partnership Entities andAgreement), if so assigned or transferred, any such Partnership Entity shall be entitled to enforce effective against such limited partners only with a Limited Partner Consent (as such term is used in the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsBCRED Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the SP RE VII Agreements, (x) the limited partners in SP RE VII shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in Section 9.4(a) of the other partySP RE VII Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP RE VII Partnership Agreement), in a manner materially adverse to such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) limited partners shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned 662⁄3% Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for term is used in the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the SP RE VII Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except as contemplated by Article VIIINotwithstanding the foregoing, nothing in this Agreement shall confer upon any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. No party shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder solely to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into extent required by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rights.SP GP Solutions Agreements,

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BREDS IV Agreements, (x) the limited partners in BREDS IV shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, Clawback Amount or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Interim Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign as defined in paragraphs 4.2.9(b) or otherwise transfer all or any of its rights9.2.8(b), benefits or obligations hereunder without the prior written consent as applicable, of the other partyBREDS IV Partnership Agreement), such consent not and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to be unreasonably withheld any Clawback Amount or delayedInterim Clawback Amount (for purpose of this sentence, providedas defined in paragraphs 4.2.9(b) or 9.2.8(b), howeveras applicable, that (a) Buyer mayof the BREDS IV Partnership Agreement), without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce effective against such limited partners only with a Combined Limited Partner Consent (as such term is defined in the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no BREDS IV Partnership Agreement) unless such transfer or assignment shall relieve Buyer of its obligations hereunder and no amendment does not adversely affect such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase limited partners’ rights under paragraph 9.2.8 of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BREDS IV Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BTAS 2015 Agreements, (x) the limited partners in BTAS 2015 shall be a third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BTAS 2015 Partnership Agreement. No party ), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BTAS 2015 Partnership Agreement), shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without be effective against such limited partners only with the prior written consent of a Majority in Interest (as such term is used in the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (aBTAS 2015 Partnership Agreement) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities Combined Limited Partners (as such term is used in the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BTAS 2015 Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Members and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BCP VII Agreements, (x) the limited partners in BCP VII shall be a third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.8(b) of the other partyBCP VII Partnership Agreement), such consent not and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in paragraph 9.2.8(b) of the BCP VII Partnership Agreement), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for term is used in the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BCP VII Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Members and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BCEP Agreements, (x) the limited partners in BCEP shall be a third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.8(b) of the other partyBCEP Partnership Agreement), such consent not and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in paragraph 9.2.8(b) of the BCEP Partnership Agreement), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce effective against such limited partners only with a Combined Limited Partner Consent (as such term is used in the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BCEP Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. (a) This Agreement and all of its terms shall be binding upon and inure to the benefit of, and be binding upon, of the parties hereto and their respective successors and permitted assigns, including any trustee appointed in the Seller’s Bankruptcy Case (either under Chapter 11 or if convert to a case under Chapter 7). Except as contemplated by Article VIIIprovided in this Section 11.6(a), nothing in this Agreement shall confer upon not be assigned by any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. No party shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder hereto without the prior written consent of the other party, such consent not to party and any attempted assignment without the required consents will be unreasonably withheld or delayed, void; provided, however, that (a) the Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rightsdesignate, and shall comply in accordance with the dutiesterms and subject to the limitations set forth in this Section 11.6, hereunder one or more Affiliates (so transferred long as such assignment or assigned as if it were a named party heretotransfer does not materially delay the grant of the FCC Consent and, but provided further, that no such assignment or transfer or assignment shall operate to relieve Buyer a party of any of its obligations hereunder Liabilities hereunder) to (i) purchase the Purchased Assets and/or (ii) assume the Assumed Liabilities, on and no such assignee or transferee may further assign after the date hereof (any such rights, (b) for Affiliate of the purposes of any financing or refinancing arrangement entered into Buyer that shall be properly designated by the Buyer in connection accordance with the purchase of the Securities this clause, a “Designated Buyer”). The designation shall be made by the Buyer mayby way of a written notice to be delivered to the Seller no later than the fifth (5th) day prior to the Closing Date, without which written notice shall contain appropriate information about the Selling Parties' prior written consentDesignated Buyer and shall indicate which Purchased Assets and Assumed Liabilities that the Buyer intends such Designated Buyer(s) to purchase and/or assume, assign to or create a security interest in favor of any party providing as applicable, hereunder. Upon any such financing or refinancing permitted assignment, the references in this Agreement to the Buyer, all of its rights, benefits, obligations and interests hereunder, and Seller or the Selling Parties hereby consent Buyer will also apply to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to assignee unless the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightscontext otherwise requires.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Articles VI and VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Sections 5.8(d)(ii)(A) and 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the SP RE VI Agreements, the limited partners in SP RE VI shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, defined in section 11.3 (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the SP RE VI Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and permitted assigns. Except as contemplated by Article VIII, nothing in this Agreement shall confer upon any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. No party shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' ’ prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' ’ prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's ’s prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rights.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the Alban Gate Partnership Agreement, (x) the limited partners in Alban Gate shall be a third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIIIthey relate to any Clawback Amount (for purpose of this sentence, nothing as defined in paragraph 9.2.8(b) of the Alban Gate Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this Agreement sentence, as defined in in paragraph 9.2.8(b) of the Alban Gate Partnership Agreement), shall confer upon be effective against such limited partners only with the Limited Partner Consent (as such term is used in the Alban Gate Partnership Agreement). Notwithstanding any Person other term of this Agreement, the consent of any person who is not a party to this AgreementAgreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or the legal representatives of such Personrelease, any rights rescission or remedies of any nature or kind whatsoever under or by reason of termination of, this Agreement. No party shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rights.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BREDS II Agreements, (x) the limited partners in BREDS II shall be a third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.8(b) of the other partyBREDS II Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), such consent not solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in paragraph 9.2.8(b) of the BREDS II Partnership Agreement), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for term is used in the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BREDS II Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3, inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner in accordance with applicable law. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standard set forth in Section 5.8(d)(ii)(A), to pursue such transferee, pursue payment (including any Net Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, the provisions of Sections 5.8(d)(i) and (iii) shall inure to the benefit ofof the limited partners or other investors in XXXX, and be binding upon, such limited partners or investors shall have the parties hereto and their respective successors and permitted assigns. Except as contemplated by Article VIII, nothing in this Agreement shall confer upon any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. No party shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled right to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing provisions thereof to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of extent the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsdoes not otherwise do so.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Articles VI and VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section s 5.8(d)(ii)(A) and 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the SP RE VI Agreements, the limited partners in SP RE VI shall be third-party beneficiaries of the provisions of Section s 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, defined in section 11.3 (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the SP RE VI Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the SP IX Agreements, (x) the limited partners in SP IX shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in Section 9.4(a) of the other partySP IX Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP IX Partnership Agreement), in a manner materially adverse to such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) limited partners shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned 662⁄3% Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for term is used in the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the SP IX Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BREP Europe V Partnership Agreements, (x) the limited partners in BREP Europe V shall be a third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIIIthey relate to any Clawback Amount (for purpose of this sentence, nothing as defined in paragraph 9.2.7(b) of the BREP Europe V Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this Agreement sentence, as defined in in paragraph 9.2.7(b) of the BREP Europe V Partnership Agreement), shall confer upon be effective against such limited partners only with a Combined Limited Partner Consent (as such term is used in the BREP Europe V Partnership Agreement). Notwithstanding any Person other term of this Agreement, the consent of any person who is not a party to this AgreementAgreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or the legal representatives of such Personrelease, any rights rescission or remedies of any nature or kind whatsoever under or by reason of termination of, this Agreement. No party shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rights.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BREP VIII Agreements, (x) the limited partners in BREP VIII shall be a third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.8(b) of the other partyBREP VIII Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), such consent not solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in paragraph 9.2.8(b) of the BREP VIII Partnership Agreement), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for term is used in the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BREP VIII Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of, of and be binding uponupon the heirs, legatees, legal representatives, successors and permitted assigns of each of the parties hereto and their respective successors and permitted assignsas hereinafter provided. Except Subject to the transfer restrictions set forth herein, the rights of the Investor to require registration hereunder (including incidental or “piggy-back” registration rights) shall be, as contemplated to any Registrable Securities held by Article VIIIthe Investor, nothing in this Agreement shall confer (i) automatically transferred upon any Person not a party to this Agreement, or the legal representatives transfer of such Person, any rights or remedies of any nature or kind whatsoever under Registrable Securities by the Investor to an Affiliate Transferee or by reason of this Agreement. No party shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the Affiliate Transferee to any other party, such consent not to be unreasonably withheld or delayedAffiliate Transferee, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) Transferee ceases to be wholly-owned or majority-owned by the Investor, such Affiliate Transferee shall be entitled to enforce the rightslose all rights provided under this Agreement, and shall comply with the duties, hereunder so (ii) automatically transferred or assigned as if it were upon any transfer of a named party hereto, but no such transfer or assignment shall relieve Buyer number of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Registrable Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one representing 75% or more of the Partnership Entities andInvestor’s holding of Registrable Securities received pursuant to the Share Purchase Agreements to a single purchaser or a “group” of purchasers (within the meaning of Section 13(d)(3) of the Exchange Act) if in such transfer the purchaser(s) will receive “restricted securities” within the meaning of Rule 144 (and such purchaser or group shall become a Designated Holder hereunder by executing and delivering an instrument in the form attached hereto as Exhibit A), if so assigned or transferredand (iii) in all other cases, transferred only with the consent of the Company; provided, that, in each case, (a) such transfer of the Registrable Securities may be effected in accordance with applicable securities laws and (b) such transferee agrees to become a Designated Holder and be bound by all of the provisions of this Agreement by executing and delivering an instrument in the form attached hereto as Exhibit A. All of the obligations of the Company hereunder shall survive any such Partnership Entity shall transfer. No Person other than the parties hereto and their heirs, legatees, legal representatives, successors and permitted assigns is intended to be entitled to enforce a beneficiary of any of the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsgranted hereunder.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Members and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BEP II Agreements, (x) the limited partners in BEP II shall be a third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.8(b) of the other partyBEP II Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), such consent not solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in paragraph 9.2.8(b) of the BEP II Partnership Agreement), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for term is used in the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BEP II Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Articles VI and VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Sections 5.8(d)(ii)(A) and 7.4(g)(ii) (A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the SP NC Agreements, the limited partners in SP NC shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, defined in section 11.3 (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the SP NC Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreements).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BXG Agreements, (x) the limited partners in BXG shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BXG Partnership Agreement. No party ), and (y) the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BXG Partnership Agreement), shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder not be amended in a manner materially adverse to the limited partners without the prior written consent of 66 2/3% Combined Limited Partner Consent (as defined in the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (aBXG Partnership Agreement) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rights66 2/3% Combined Limited Partner Consent.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except as contemplated Notwithstanding the foregoing, solely to the extent required by Article VIII, nothing in this Agreement shall confer upon any Person not a party to this the OMP Partnership Agreement, or (x) the legal representatives limited partners in OMP shall be a third-party beneficiaries of such Personthe provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.8(b) of the other partyOMP Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), such consent not solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in paragraph 9.2.8(b) of the OMP Partnership Agreement), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for term is used in the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the OMP Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Articles VI and VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Sections 5.8(d)(ii)(A) and 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, the provisions of Sections 5.8(d)(i) and (iii) shall inure to the benefit ofof the limited partners or other investors in BREP Europe III, and be binding upon, such limited partners or investors shall have the parties hereto and their respective successors and permitted assigns. Except as contemplated by Article VIII, nothing in this Agreement shall confer upon any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. No party shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled right to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing provisions thereof to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of extent the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsdoes not otherwise do so.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BTAS IV Agreements, (x) the limited partners in BTAS IV shall be a third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BTAS IV Partnership Agreement. No party ), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BTAS IV Partnership Agreement), shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without be effective against such limited partners only with the prior written consent of a Majority in Interest (as such term is used in the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (aBTAS IV Partnership Agreement) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities Combined Limited Partners (as such term is used in the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BTAS IV Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BETP IV Agreements, (x) the limited partners in BETP IV shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.8(b) of the other partyBETP IV Partnership Agreement), such consent not and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in paragraph 9.2.8(b) of the BETP IV Partnership Agreement), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned 66 2/3% Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no term is used in the BETP IV Partnership Agreement) unless such assignee or transferee may further assign any such rights, (b) for amendment does not adversely affect the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase LPs’ rights under paragraph 9.2.8 of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BETP IV Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Articles Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A) to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BREP Asia Agreements, (x) each Limited Partner (as contemplated by Article VIII, nothing defined in this Agreement the BREP Asia Partnership Agreement) of BREP Asia shall confer upon be a third-party beneficiary of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) solely as they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this sentence, as defined in the BREP Asia Partnership Agreement. No party ), and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in the BREP Asia Partnership Agreement), shall sell, assign or otherwise transfer all or any not be amended in a manner adverse to the Limited Partners of its rights, benefits or obligations hereunder BREP Asia without the prior written consent of Combined Limited Partner Consent (as such term is used in the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the BREP Asia Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BEP III Agreements, (x) the limited partners in BEP III shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.8(b) of the other partyBEP III Partnership Agreement), such consent not and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in paragraph 9.2.8(c) of the BEP III Partnership Agreement), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned 66 2/3% Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no term is used in the BEP III Partnership Agreement) unless such assignee or transferee may further assign any such rights, (b) for amendment does not adversely affect the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase LPs’ rights under paragraph 9.2.8 of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BEP III Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Articles VI and VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines in its good faith judgment, based on the standards set forth in Sections 5.8(d)(ii)(A) and 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Members and their respective legal representatives, heirs, successors and permitted assigns. Except as contemplated by Article VIII, nothing in this Agreement shall confer upon any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. No party shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rights.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Articles VI and VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Sections 5.8(d)(ii)(A) and 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BSSF Europe Agreements, (x) the limited partners in BSSF Europe shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.7(b) of the other partyBSSF Europe Agreements), such consent not and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in paragraph 9.2.7(b) of the BSSF Europe Agreements), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for term is used in the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsBSSF Europe Agreements).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except as contemplated Notwithstanding the foregoing, solely to the extent required by Article VIII, nothing in this Agreement shall confer upon any Person not a party to this the Liberty Place Partnership Agreement, or (x) the legal representatives limited partners in Liberty Place shall be a third-party beneficiaries of such Personthe provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.8(b) of the other partyLiberty Place Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), such consent not solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in paragraph 9.2.8(b) of the Liberty Place Partnership Agreement), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for term is used in the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Liberty Place Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BREP Asia III Agreements, (x) the limited partners in BREP Asia III shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, Clawback Amount or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Interim Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign as defined in paragraphs 4.2.9(b) or otherwise transfer all or any of its rights9.2.8(b), benefits or obligations hereunder without the prior written consent as applicable, of the other partyBREP Asia III Partnership Agreement), such consent not and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to be unreasonably withheld any Clawback Amount or delayedInterim Clawback Amount (for purpose of this sentence, providedas defined in paragraphs 4.2.9(b) or 9.2.8(b), howeveras applicable, that (a) Buyer mayof the BREP Asia III Partnership Agreement), without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce effective against such limited partners only with a Combined Limited Partner Consent (as such term is defined in the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no BREP Asia III Partnership Agreement) unless such transfer or assignment shall relieve Buyer of its obligations hereunder and no amendment does not adversely affect such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase LPs’ rights under paragraph 9.2.8 of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BREP Asia III Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BCP Asia II Agreements, (x) the limited partners in BCP Asia II shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.8(b) of the other partyBCP Asia II Partnership Agreement), such consent not and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in paragraph 9.2.8(c) of the BCP Asia II Partnership Agreement), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned 66 2/3% Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no term is used in the BCP Asia II Partnership Agreement) unless such assignee or transferee may further assign any such rights, (b) for amendment does not adversely affect the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase LPs’ rights under paragraph 9.2.8 of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BCP Asia II Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital [2nd AR LPA of Strategic Partners Fund Solutions Associates Real Estate VII L.P.] Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the SP RE VII Agreements, (x) the limited partners in SP RE VII shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in Section 9.4(a) of the other partySP RE VII Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP RE VII Partnership Agreement), in a manner materially adverse to such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) limited partners shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned 662⁄3% Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for term is used in the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the SP RE VII Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BREP Europe VII Agreements, (x) the limited partners in BREP Europe VII shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, Clawback Amount or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Interim Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign as defined in paragraphs 4.2.9(b) or otherwise transfer all or any of its rights9.2.7(b), benefits or obligations hereunder without the prior written consent as applicable, of the other partyBREP Europe VII Partnership Agreement)(and accordingly may enforce such rights subject to and in accordance with the Contracts (Rights of Third Parties) Act (As Revised) of the Cayman Islands), such consent not and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to be unreasonably withheld any Clawback Amount or delayedInterim Clawback Amount (for purpose of this sentence, providedas defined in paragraphs 4.2.9(b) or 9.2.7(c), howeveras applicable, that (a) Buyer mayof the BREP Europe VII Partnership Agreement), without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce effective against such limited partners only with a Combined Limited Partner Consent (as such term is defined in the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no BREP Europe VII Partnership Agreement) unless such transfer or assignment shall relieve Buyer of its obligations hereunder and no amendment does not adversely affect such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase limited partners’ rights under paragraph 9.2.7 of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BREP Europe VII Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Articles Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BREP Europe IV Agreements, (x) each Limited Partner (as contemplated by Article VIIIdefined in the BREP Europe IV Partnership Agreement) of BREP Europe IV shall be a third-party beneficiary of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A), nothing in this Agreement shall confer upon solely as they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this sentence, as defined in the BREP Europe IV Partnership Agreement. No party ), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in the BREP Europe IV Partnership Agreement), shall sell, assign or otherwise transfer all or any not be amended in a manner adverse to the Limited Partners of its rights, benefits or obligations hereunder BREP Europe IV without the prior written consent of Combined Limited Partner Consent (as such term is used in the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the BREP Europe IV Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3, inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner in accordance with applicable law. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standard set forth in Section 5.8(d)(ii)(A), to pursue such transferee, pursue payment (including any Net Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, the provisions of Sections 5.8(d)(i) and (iii) shall inure to the benefit ofof the limited partners or other investors in BREP International II, and be binding upon, such limited partners or investors shall have the parties hereto and their respective successors and permitted assigns. Except as contemplated by Article VIII, nothing in this Agreement shall confer upon any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. No party shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled right to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing provisions thereof to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of extent the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsdoes not otherwise do so.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except as contemplated Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by Article VIII, nothing in this Agreement shall confer upon any Person not a party to this the 000 Xxx Xxxxx Xxxxxx Partnership Agreement, or (x) the legal representatives limited partners in 000 Xxx Xxxxx Xxxxxx shall be a third-party beneficiaries of such Personthe provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.8(b) of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that 000 Xxx Xxxxx Xxxxxx Partnership Agreement) and (ay) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase amendment of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rights.provisions of

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BREP X Agreements, (x) the limited partners in BREP X shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, Clawback Amount or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Interim Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign as defined in paragraphs 4.2.9(b) or otherwise transfer all or any of its rights9.2.8(b), benefits or obligations hereunder without the prior written consent as applicable, of the other partyBREP X Partnership Agreement), such consent not and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to be unreasonably withheld any Clawback Amount or delayedInterim Clawback Amount (for purpose of this sentence, providedas defined in paragraphs 4.2.9(b) or 9.2.8(b), howeveras applicable, that (a) Buyer mayof the BREP X Partnership Agreement), without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce effective against such limited partners only with a Combined Limited Partner Consent (as such term is defined in the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no BREP X Partnership Agreement) unless such transfer or assignment shall relieve Buyer of its obligations hereunder and no amendment does not adversely affect such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase limited partners’ rights under paragraph 9.2.8 of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BREP X Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except as contemplated Notwithstanding the foregoing, solely to the extent required by Article VIII, nothing in this Agreement shall confer upon any Person not a party to this the Xxxxx Partnership Agreement, or (x) the legal representatives limited partners in Xxxxx shall be a third-party beneficiaries of such Personthe provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.8(b) of the other partyXxxxx Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), such consent not solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in paragraph 9.2.8(b) of the Xxxxx Partnership Agreement), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for term is used in the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Xxxxx Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Articles VI and VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines in its good faith judgment, based on the standards set forth in Sections 5.8(d)(ii)(A) and 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Members and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BEP Agreements, (x) the limited partners in BEP shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A)(and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.8(b) of the other partyBEP Partnership Agreement), such consent not and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in paragraph 9.2.8(b) of the BEP Partnership Agreement), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce made only with a 66 2/3% Combined Limited Partner Consent (as such term is used in the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BEP Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the SP RE VIII Agreements, (x) the limited partners in SP RE VIII shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in Section 9.4(a) of the other partySP RE VIII Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP RE VIII Partnership Agreement), in a manner materially adverse to such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) limited partners shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned 662⁄3% Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for term is used in the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the SP RE VIII Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BTAS 2016 Agreements, (x) the limited partners in BTAS 2016 shall be a third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BTAS 2016 Partnership Agreement. No party ), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BTAS 2016 Partnership Agreement), shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without be effective against such limited partners only with the prior written consent of a Majority in Interest (as such term is used in the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (aBTAS 2016 Partnership Agreement) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities Combined Limited Partners (as such term is used in the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BTAS 2016 Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BXLS V Agreements, (x) the limited partners in BXLS V shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.8(b) of the other partyBXLS V Partnership Agreement), such consent not and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in paragraph 9.2.8(c) of the BXLS V Partnership Agreement), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned 66 2/3% Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no term is used in the BXLS V Partnership Agreement) unless such assignee or transferee may further assign any amendment does not adversely affect such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase limited partners’ rights under paragraph 9.2.8 of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BXLS V Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the Clarus IV Agreements, (x) the limited partners in Clarus IV shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIIIthey relate to any Clawback Amount, nothing in this Agreement and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount, shall confer upon any Person not a party to this Agreement, or be effective against such limited partners only with the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. No party shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase majority-in-interest of the Securities Clarus Investors (as defined in the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any Clarus IV Partnership Agreements) unless such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any amendment does not adversely affect such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each limited partners’ rights under paragraph 10.5.3 of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Clarus IV Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreements.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Articles VI and VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Sections 5.8(d)(ii)(A) and 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any 77 rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BREP VII Agreements, (x) the limited partners in BREP VII shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.8(b) of the other partyBREP VII Partnership Agreement), such consent not and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in paragraph 9.2.8(b) of the BREP VII Partnership Agreement), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for term is used in the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BREP VII Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BREP IX Agreements, (x) the limited partners in BREP IX shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, Clawback Amount or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Interim Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign as defined in paragraphs 4.2.9(b) or otherwise transfer all or any of its rights9.2.8(b), benefits or obligations hereunder without the prior written consent as applicable, of the other partyBREP IX Partnership Agreement), such consent not and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to be unreasonably withheld any Clawback Amount or delayedInterim Clawback Amount (for purpose of this sentence, providedas defined in paragraphs 4.2.9(b) or 9.2.8(b), howeveras applicable, that (a) Buyer mayof the BREP IX Partnership Agreement), without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce effective against such limited partners only with a Combined Limited Partner Consent (as such term is defined in the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no BREP IX Partnership Agreement) unless such transfer or assignment shall relieve Buyer of its obligations hereunder and no amendment does not adversely affect such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase limited partners’ rights under paragraph 9.2.8 of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BREP IX Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except as contemplated Notwithstanding the foregoing, solely to the extent required by Article VIIIthe SP DE Agreements, nothing (x) the limited partners in this Agreement SP DE shall confer upon any Person not a be third-party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. No party shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent beneficiaries of the other partyprovisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount, in a manner materially adverse to such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) limited partners shall be entitled to enforce the rights, and shall comply effective against such limited partners only in a manner consistent with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase requirements of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsapplicable SP DE Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BCEP II Agreements, (x) the limited partners in BCEP II shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.8(b) of the other partyBCEP II Partnership Agreement), such consent not and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in paragraph 9.2.8(b) of the BCEP II Partnership Agreement), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned 66 2/3% Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no term is used in the BCEP II Partnership Agreement) unless such assignee or transferee may further assign any such rights, (b) for amendment does not adversely affect the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase LPs’ rights under paragraph 9.2.8 of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BCEP II Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Articles VI and VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Sections 5.8(d)(ii)(A) and 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the SP NC Agreements, the limited partners in SP NC shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, defined in section 11.3 (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the SP NC Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreements).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Articles VI and VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Sections 5.8(d)(ii)(A) and 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the MB Asia Agreements, (x) each Limited Partner (as contemplated by Article VIIIdefined in the MB Asia Agreements) of MB Asia shall be a third-party beneficiary of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A), nothing in this Agreement shall confer upon solely as they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this sentence, as defined in the MB Asia Partnership Agreement. No party ), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in the MB Asia Partnership Agreement), shall sell, assign or otherwise transfer all or any not be amended in a manner adverse to the Limited Partners of its rights, benefits or obligations hereunder MB Asia without the prior written consent of Combined Limited Partner Consent (as such term is used in the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the MB Asia Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BTAS V Agreements, (x) the limited partners in BTAS V shall be a third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BTAS V Partnership Agreement. No party ), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BTAS V Partnership Agreement), shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without be effective against such limited partners only with the prior written consent of a Majority in Interest (as such term is used in the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (aBTAS V Partnership Agreement) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities Combined Limited Partners (as such term is used in the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BTAS V Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BCP IX Agreements, (x) the limited partners in BCP IX shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.8(b) of the other partyBCP IX Partnership Agreement), such consent not and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in paragraph 9.2.8(b) of the BCP IX Partnership Agreement), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned 66 2/3% Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no term is used in the BCP IX Partnership Agreement) unless such assignee or transferee may further assign any such rights, (b) for amendment does not adversely affect the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase LPs’ rights under paragraph 9.2.8 of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BCP IX Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article IX. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BTO IV Agreements, (x) the limited partners in BTO IV shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in Section 9.4(a) of the other partyBTO IV Partnership Agreement), such consent not and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in Section 9.4(a) of the BTO IV Partnership Agreement), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned 66 2/3% Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no term is used in the BTO IV Partnership Agreement) unless such assignee or transferee may further assign any such rights, (b) for amendment does not adversely affect the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its limited partners’ rights under Section 8.2(c) hereof to one or more 9.4 of the BTO IV Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the SP Infrastructure IV Agreements, (x) the limited partners in SP Infrastructure IV shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in Section 9.4(a) of the other partySP Infrastructure IV Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP Infrastructure IV Partnership Agreement), in a manner materially adverse to such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) limited partners shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned 662⁄3% Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for term is used in the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the SP Infrastructure IV Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BREP Asia Agreements, (x) the limited partners in BREP Asia shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, Clawback Amount or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Interim Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign as defined in paragraphs 4.2.9(b) or otherwise transfer all or any of its rights9.2.8(b), benefits or obligations hereunder without the prior written consent as applicable, of the other partyBREP Asia Partnership Agreement), such consent not and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to be unreasonably withheld any Clawback Amount or delayedInterim Clawback Amount (for purpose of this sentence, providedas defined in paragraphs 4.2.9(b) or 9.2.8(c), howeveras applicable, that (a) Buyer mayof the BREP Asia Partnership Agreement), without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce effective against such limited partners only with a Combined Limited Partner Consent (as such term is defined in the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BREP Asia Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit ofof the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be binding uponconstrued, to confer any rights, legal or equitable, on any person other than the parties hereto Partners and their respective legal representatives, heirs, successors and permitted assigns. Except Notwithstanding the foregoing, solely to the extent required by the BREDS III Agreements, (x) the limited partners in BREDS III shall be a third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as contemplated by Article VIII, nothing in this Agreement shall confer upon they relate to any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason Clawback Amount (for purpose of this Agreement. No party shall sellsentence, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent as defined in paragraph 9.2.8(b) of the other partyBREDS III Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), such consent not solely as they relate to be unreasonably withheld or delayedany Clawback Amount (for purpose of this sentence, providedas defined in paragraph 9.2.8(b) of the BREDS III Partnership Agreement), however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply effective against such limited partners only with the duties, hereunder so transferred or assigned Combined Limited Partner Consent (as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for term is used in the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the BREDS III Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rightsAgreement).