BREA V L.L.C. SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF MAY 31, 2007

Exhibit 10.19

BREA V L.L.C.

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

DATED AS OF MAY 31, 2007

TABLE OF CONTENTS

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BREA V L.L.C.

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of BREA V L.L.C. (the “ Company ”), dated as of May 31, 2007, by and among Blackstone Holdings III L.P., a Delaware limited partnership (the “ Managing Member ” or “ Holdings ”), the other members of the Company as provided on the signature pages hereto, and such other persons that are admitted to the Company as members after the date hereof in accordance herewith.

W I T N E S S E T H

WHEREAS, the Company was formed under the LLC Act (defined below) pursuant to a certificate of formation filed in the office of the Secretary of State of the State of Delaware on November 3, 2005;

WHEREAS, the original limited liability company agreement of the Company was executed as of November 3, 2005 (the “ Original Operating Agreement ”);

WHEREAS, the Original Operating Agreement was amended and restated in its entirety by the Amended and Restated Limited Liability Company Agreement, dated as of December 14, 2005, of the Company (as amended to date, the “ First Amended and Restated Operating Agreement ”); and

WHEREAS, the parties hereto now wish to amend and restate the First Amended and Restated Operating Agreement in its entirety as of the date hereof and as more fully set forth below;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1.  Definitions . Unless the context otherwise requires, the following terms shall have the following meanings for purposes of this Agreement:

“ Affiliate ” when used with reference to another person means any person (other than the Company), directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such other person.

“ Agreement ” means this Second Amended and Restated Limited Liability Company Agreement, as it may be further amended, supplemented, restated or otherwise modified from time to time.

“ Alternative Vehicle ” means any investment vehicle or structure formed pursuant to paragraph 2.7.1 of the BREP V Partnership Agreement or any other “Alternative Vehicle” (as defined in any other BREP V Agreements).

“ Applicable Collateral Percentage ” shall have the meaning with respect to any Firm Collateral and any Special Firm Collateral, in each case, as set forth in the books and records of the Company with respect thereto.

“ BCP ” means Blackstone Capital Partners L.P., a Delaware limited partnership, and any investment vehicle established in accordance with the terms of Blackstone Capital Partners L.P.’s

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partnership agreement to invest in lieu of Blackstone Capital Partners L.P. on behalf of one or more of the partners thereof.

“ BCP II ” means Blackstone Capital Partners II Merchant Banking Fund L.P., a Delaware limited partnership formerly known as Blackstone Domestic Capital Partners II L.P., Blackstone Offshore Capital Partners II L.P., a Cayman Islands exempted limited partnership, and any investment vehicle established pursuant to paragraph 2.7 of the respective partnership agreement of either of such partnerships.

“ BCP III ” means Blackstone Capital Partners III Merchant Banking Fund L.P., a Delaware limited partnership, Blackstone Offshore Capital Partners III L.P., a Cayman Islands exempted limited partnership, and any other investment vehicle or structure formed to invest in lieu thereof (in whole or in part).

“ BCP IV ” is the collective reference to Blackstone Capital Partners IV L.P., a Delaware limited partnership, and any other investment vehicle or structure formed to invest in lieu thereof (in whole or in part).

“ BCP V ” is the collective reference to (i) Blackstone Capital Partners V L.P., a Delaware limited partnership, and any Alternative Vehicle relating thereto, (ii) BCP V-S L.P., a Delaware limited partnership, and any Alternative Vehicle relating thereto, and (iii) any Parallel Fund formed in connection with either of such partnerships.

“ BFREP V ” means Blackstone Family Real Estate Partnership V L.P., a Delaware limited partnership.

“ BFREP V Partnership Agreement ” means the Amended and Restated Agreement of Limited Partnership of BFREP V, dated as of the date hereof, as amended, supplemented or otherwise modified from time to time.

“ Blackstone Capital Commitment ” has the meaning set forth in the BREP V Partnership Agreement.

“ Blackstone Co-Investment Rights ” has the meaning set forth in the BREP V Partnership Agreement.

“ BRE Holdings V ” means BRE Holdings V L.P., a Delaware limited partnership to be formed.

“ BRE Holdings V Partnership Agreement ” means the Amended and Restated Agreement of Limited Partnership of BRE Holdings V L.P., to be dated as of a date after the formation thereof, as amended, supplemented or otherwise modified from time to time.

“ BREA V ” means Blackstone Real Estate Associates V L.P., a Delaware limited partnership.

“ BREA V Partnership Agreement ” means the Amended and Restated Agreement of Limited Partnership of BREA V, to be dated as of the date hereof, as amended, supplemented or otherwise modified from time to time.

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“ BREA V Sub ” means BREA V Sub L.L.C., a Delaware limited liability company to be formed, which limited liability company will serve as the general partner of BREA V.

“ BREA V Sub LLC Agreement ” means the Amended and Restated Limited Liability Company Agreement of BREA V Sub, to be dated as of a date after the formation thereof, as amended, supplemented or otherwise modified from time to time.

“ BRECA V ” means Blackstone Real Estate Capital Associates V L.P., a Delaware limited partnership, and any other partnership or other entity with terms substantially similar to the terms of that partnership and formed after the date hereof in connection with the indirect participation by one or more partners thereof who receive Carried Interest.

“ BRECA V Partnership Agreement ” means the Amended and Restated Agreement of Limited Partnership of Blackstone Real Estate Capital Associates V L.P., dated as of the date hereof, as amended, supplemented or otherwise modified from time to time, and any other BRECA V partnership agreement.

“ BREH V ” means Blackstone Real Estate Holdings V L.P., a Delaware limited partnership.

“ BREMA V ” means Blackstone Real Estate Management Associates V L.P., a Delaware limited partnership, whose general partner is the Company.

“ BREMA V Partnership Agreement ” means the Amended and Restated Agreement of Limited Partnership of Blackstone Real Estate Management Associates V L.P., dated as of the date hereof, as it may be further amended, supplemented or otherwise modified from time to time.

“ BREP V ” means (i) Blackstone Real Estate Partners V L.P., Blackstone Real Estate Partners V.TE.1 L.P., Blackstone Real Estate Partners V.TE.2 L.P. and Blackstone Real Estate Partners V.F L.P., each a Delaware limited partnership, (ii) any other Parallel Funds or other Supplemental Capital Vehicles (each as defined in the BREP V Partnership Agreement), or (iii) any other investment vehicle established pursuant to Article 2 of the respective partnership agreements for any of the partnerships referred to in clause (i) above.

“ BREP V Agreements ” means the BREP V Partnership Agreement and any other BREP V partnership agreements.

“ BREP V Investment ” means the Company’s indirect interest in a specific BREP V investment pursuant to the BREP V Partnership Agreement in its capacity as an indirect partner of BREP V.

“ BREP V Partnership Agreement ” means the Amended and Restated Agreements of Limited Partnership, each dated as of the date hereof or other date set forth therein, of the partnerships referred to in clause (i) of the definition of “BREP V” in this Article I, and any other BREP V partnership agreement, as the same may be amended, supplemented or otherwise modified.

“ Carried Interest ” shall mean (i) distributions to the general partner of BREP V pursuant to paragraphs 4.2.1(c) and (d), paragraphs 4.2.2(c) and (d) and paragraph 4.2.8 of the BREP V Partnership Agreement (or similar provisions of investment vehicles formed after the date hereof) and (ii) any other carried interest payable pursuant to the BREP V Partnership Agreement. In the

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case of each of (i) and (ii) above, except as determined by the Managing Member, the amount shall not be less any costs, fees and expenses of the Company with respect thereto and less reasonable reserves for payment of costs, fees and expenses of the Company that are anticipated with respect thereto (in each case which the Managing Member may allocate among all or any portion of the Investments as they determine in good faith is appropriate).

“ Carried Interest Give Back Percentage ” shall mean, for any Member or Withdrawn Member, subject to Section 5.8(e), the percentage determined by dividing (A) the aggregate amount of distributions received by such Member or Withdrawn Member from the Company, any Other Fund GPs or their affiliates, excluding Holdings, in respect of Carried Interest by (B) the aggregate amount of distributions made to all Members, Withdrawn Members or any other person by the Company, any Other Fund GP or their affiliates (in any capacity), excluding Holdings, in respect of Carried Interest. For purposes of determining “Carried Interest Give Back Percentage” hereunder, all Trust Amounts contributed to the Trust by the Company, Other Fund GPs or their affiliates on behalf of a Member or Withdrawn Member (but not the Trust Income thereon) shall be deemed to have been initially distributed or paid to the Members and Withdrawn Members as members or partners of the Company, any of the Other Fund GPs or their affiliates.

“ Carried Interest Sharing Percentage ” means, with respect to each Investment, the percentage interest of a Member in Carried Interest from such Investment set forth in the books and records of the Company.

“ Cause ” means the occurrence or existence of any of the following with respect to any Member, as determined fairly, reasonably, on an informed basis and in good faith by the Managing Member: (i) (w) any breach by any Member of any provision of any non-competition agreement, (x) any material breach of this Agreement or any rules or regulations applicable to such Member that are established by the Managing Member, (y) such Member’s deliberate failure to perform his or her duties to the Company, or (z) such Member’s committing to or engaging in any conduct or behavior that is or may be harmful to the Company in a material way as determined by the Managing Member; provided, that in the case of any of the foregoing clauses (w), (x), (y) and (z), the Managing Member has given such Member written notice (a “Notice of Breach”) within fifteen days after the Managing Member becomes aware of such action and such Member fails to cure such breach, failure to perform or conduct or behavior within fifteen days after receipt of such Notice of Breach from the Managing Member (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided that such Member is diligently pursuing such cure); (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company; or (iii) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere ) of a felony or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of competent jurisdiction, by a regulatory body or by a self-regulatory body having authority with respect to securities laws, rules or regulations of the applicable securities industry, that such Member individually has violated any applicable securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensing requirement), if such conviction or determination has a material adverse effect on (A) such Member’s ability to function as a Member of the Company, taking into account the services required of such Member and the nature of the Company’s business or (B) the business of the Company.

“ Charitable Organization ” means an organization described in Section 170(c) of the Code (without regard to Section 170(c)(2)(A) thereof).

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“ Class A Interest ” has the meaning set forth in Section 5.8(a)(i).

“ Class B Interest ” has the meaning set forth in Section 5.8(a)(i).

“ Clawback Adjustment Amount ” has the meaning set forth in Section 5.8(e)(ii)(C).

“ Clawback Amount ” shall mean the “Clawback Amount” and the “Interim Clawback Amount”, both as set forth in Article One of the BREP V Partnership Agreement and any other clawback amount payable to the limited partners of BREP V pursuant to any BREP V Partnership Agreement, as applicable.

“ Clawback Provisions ” shall mean paragraphs 4.2.9 and 9.2.8 of the BREP V Partnership Agreement and any other similar provisions in any other BREP V Agreement existing heretofore or hereafter entered into.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute. Any reference herein to a particular provision of the Code shall mean, where appropriate, the corresponding provision in any successor statute.

“ Commitment ”, with respect to any Member, has the meaning set forth in such Member’s Commitment Agreement or SMD Agreement.

“ Commitment Agreements ” means a commitment agreement by which a Member has committed to fund certain amounts with respect to the BREP V Investments and certain expenses of BREP V.

“ Company ” has the meaning set forth in the preamble hereto.

“ Contingent ” means subject to repurchase rights and/or other requirements.

“ Deceased Member ” shall mean any Member or Withdrawn Member who has died or who suffers from Incompetence. For purposes hereof, references to a Deceased Member shall refer collectively to the Deceased Member and the estate and heirs or legal representative of such Deceased Member, as the case may be, that have received such Deceased Member’s interest in the Company.

“ Defaulting Party ” has the meaning set forth in Section 5.8(d)(ii)(A).

“ Default Interest Rate ” shall mean the lower of (i) the sum of (a) the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, a New York banking corporation, as its prime rate and (b) 5%, or (ii) the highest rate of interest permitted under applicable law.

“ Deficiency Contribution ” has the meaning set forth in Section 5.8(d)(ii)(A).

“ Disposable Investment ” has the meaning set forth in Section 5.8(a)(i).

“ Estate Planning Vehicle ” has the meaning set forth in Section 6.3.

“ Excess Holdback ” has the meaning set forth in Section 4.1(d)(v)(A).

“ Excess Holdback Percentage ” has the meaning set forth in Section 4.1(d)(v)(A).

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“ Excess Tax-Related Amount ” has the meaning set forth in Section 5.8(e)(i)(C).

“ Existing Member ” shall mean any Member who is neither a Retaining Withdrawn Member nor a Deceased Member.

“ Firm Collateral ” shall mean a Member’s or Withdrawn Member’s interest in one or more partnerships or limited liability companies, in either case affiliated with the Company, and certain other assets of such Member or Withdrawn Member, in each case that has been pledged or made available to the Trustee(s) to satisfy all or any portion of the Excess Holdback of such Member or Withdrawn Member as more fully described in the Company’s books and records; provided , that for all purposes hereof (and any other agreement ( e.g. , the Trust Agreement) that incorporates the meaning of the term “Firm Collateral” by reference), references to “Firm Collateral” shall include “Special Firm Collateral”, excluding references to “Firm Collateral” in Section 4.1(d)(v) and Section 4.1(d)(viii).

“ Firm Collateral Realization ” has the meaning set forth in Section 4.1(d)(v)(B) with respect to Firm Collateral, and Section 4.1(d)(viii)(B) with respect to Special Firm Collateral.

“ Fiscal Year ” shall mean a calendar year, or any other period chosen by the Managing Member.

“ Fund GP ” means the Company and the Other Fund GPs.

“ GAAP ” has the meaning specified in Section 5.1(a).

“ Giveback ” shall mean an “Investment-Specific Giveback”, as such term is defined in Article One of the BREP V Partnership Agreement.

“ Giveback Amount ” shall mean an “Investment-Specific Giveback Amount”, as such term is defined in Article One of the BREP V Partnership Agreement.

“ Giveback Provisions ” shall mean paragraph 3.4.3 of the BREP V Partnership Agreement and any other similar provisions in any other BREP V Agreement existing heretofore or hereafter entered into.

“ Holdback ” has the meaning set forth in Section 4.1(d)(i).

“ Holdback Percentage ” has the meaning set forth in Section 4.1(d)(i).

“ Holdback Vote ” has the meaning set forth in Section 4.1(d)(iv)(A).

“ Holdings ” has the meaning set forth in the preamble hereto.

“ Incompetence ” means, with respect to any Member, the determination by the Managing Member in its sole discretion, after consultation with a qualified medical doctor, that such Member is incompetent to manage his person or his property.

“ Initial Holdback Percentages ” has the meaning set forth in Section 4.1(d)(i).

“ Interest ” means a limited liability company interest (as defined in § 18-101(8) of the LLC Act) in the Company, including those that are held by a Retaining Withdrawn Member.

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“ Investment ” means any investment (direct or indirect) of the Company designated by the Managing Member from time to time as an investment in which the Members’ respective interests shall be established and accounted for on a basis separate from the Company’s other businesses, activities and investments, including BREP V Investments.

“ Investor Special Member ” means any Special Member so designated at the time of its admission by the Managing Member as a Member of the Company.

“ L/C ” has the meaning set forth in Section 4.1(d)(vi).

“ L/C Member ” has the meaning set forth in Section 4.1(d)(vi).

“ LLC Act ” means the Delaware Limited Liability Company Act, 6 Del.C. § 18-101, et seq. , as it may be amended from time to time, and any successor to such Act.

“ Loss Amount ” has the meaning set forth in Section 5.8(e)(i)(A).

“ Loss Investment ” has the meaning set forth in Section 5.8(e).

“ Majority in Interest of the Members ” on any date (a “ vote date ”) means one or more persons who are Members (including the Managing Member but excluding Nonvoting Special Members) on the vote date and who, as of the last day of the most recent accounting period ending on or prior to the vote date (or as of such later date on or prior to the vote date selected by the Managing Member as of which the Members’ capital account balances can be determined), have aggregate capital account balances representing at least a majority in amount of the total capital account balances of all the persons who are Members (including the Managing Member but excluding Nonvoting Special Members) on the vote date.

“ Managing Member ” has the meaning specified in the preamble hereto.

“ Member ” means any person who is a member of the Company, including the Regular Members, the Managing Member and the Special Members. Except as otherwise specifically provided herein, no group of Members, including the Special Members and any group of Members in the same Member Category, shall have any right to vote as a class on any matter relating to the Company, including, but not limited to, any merger, reorganization, dissolution or liquidation.

“ Member Category ” shall mean the Managing Member, Existing Members, Retaining Withdrawn Members or Deceased Members, each referred to as a group for purposes hereof.

“ Moody’s ” means Moody’s Investors Services, Inc., or any successor thereto.

“ Net Carried Interest Distribution ” has the meaning set forth in Section 5.8(e)(i)(C).

“ Net Carried Interest Distribution Recontribution Amount ” has the meaning set forth in Section 5.8(e)(i)(C).

“ Net Income (Loss) ” has the meaning set forth in Section 5.1(a).

“ Net Recontribution Amount ” has the meaning set forth in Section 5.8(d)(i)(A).

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“ Non-Carried Interest ” means, with respect to each Investment, all amounts of distributions, other than Carried Interest, received by the Company with respect to such Investment, less any costs, fees and expenses of the Company with respect thereto and less reasonable reserves for payment of costs, fees and expenses of the Company that are anticipated with respect thereto, in each case which the Managing Member may allocate to all or any portion of the Investments as they may determine in good faith is appropriate.

“ Non-Carried Interest Sharing Percentage ” means, with respect to each Investment, the percentage interest of a Member in Non-Carried Interest from such Investment set forth in the books and records of the Company.

“ Non-Contingent ” means generally not subject to repurchase rights or other requirements.

“ Nonvoting Special Member ” has the meaning set forth in Section 6.1(a).

“ Other Fund GPs ” means BREMA V, BRE Holdings V, BREA V, BRECA V, and any other entity (other than the Company) through which any Member, Withdrawn Member or any other person directly receives any amounts of Carried Interest, and any successor thereto; provided , that this includes any other entity which has in its organizational documents a provision which indicates that it is a “Fund GP” or an “Other Fund GP”; provided further , that notwithstanding any of the foregoing, none of Holdings, any estate planning vehicle established for the benefit of family members of any Member or any member or partner of any Other Fund GP shall be considered an “Other Fund GP” for purposes hereof; provided further , that the foregoing exclusion of such estate planning vehicles shall in no way limit such Members’ obligations pursuant to Section 5.8(d).

“ Parallel Fund ” means any additional collective investment vehicles (or other similar arrangements) formed pursuant to paragraph 2.8 of the BREP V Partnership Agreement.

“ Profit Sharing Percentage ” means the “Carried Interest Sharing Percentage” and “Non-Carried Interest Sharing Percentage” of each Member; provided , that any references in this Agreement to Profit Sharing Percentages made (a) in connection with voting or voting rights or (b) capital contributions with respect to Investments (including Section 5.3(a)) shall mean the “Non-Carried Interest Sharing Percentage” of each Member; provided further , that any reference in this Agreement to Profit Sharing Percentages that specifically refers to Net Income unrelated to BREP V shall continue to refer to the amount of each Member’s percentage interest in a category of Net Income (Loss) established by the Managing Member from time to time pursuant to Section 5.3.

“ Qualifying Fund ” means any fund designated by the Managing Member as a “Qualifying Fund”.

“ Recontribution Amount ” has the meaning set forth in Section 5.8(d)(i)(A).

“ Regular Member ” shall mean any Member, excluding the Managing Member and any Special Member.

“ Repurchase Period ” has the meaning set forth in Section 5.8(c).

“ Required Amounts ” has the meaning set forth in Section 4.1(a).

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“ Required Rating ” has the meaning set forth in Section 4.1(d)(vi).

“ Retaining Withdrawn Member ” shall mean a Withdrawn Member who has retained an Interest, pursuant to Section 6.5(f) or otherwise. A Retaining Withdrawn Member shall be considered a Nonvoting Special Member for all purposes hereof.

“ Securities ” means any debt or equity securities of an Issuer and its subsidiaries and other Controlled Entities constituting part of an Investment, including without limitation common and preferred stock and interests in limited partnerships or limited liability companies (including warrants, rights, put and call options and other options relating thereto or any combination thereof), notes, bonds, debentures, trust receipts and other obligations, instruments or evidences of indebtedness, choses in action, other property or interests commonly regarded as securities, interests in real property, whether improved or unimproved, interests in oil and gas properties and mineral properties, short-term investments commonly regarded as money-market investments, bank deposits and interests in personal property of all kinds, whether tangible or intangible.

“ Settlement Date ” has the meaning set forth in Section 6.5(a).

“ SMD Agreements ” means the agreements between the Company and/or one or more of its affiliates and the Members, pursuant to which each Member undertakes certain obligations with respect to the Company and/or its affiliates. The SMD Agreements are hereby incorporated by reference as between the Company and the relevant Member.

“ Special Firm Collateral ” means interests in a Qualifying Fund or other assets that have been pledged to the Trustee(s) to satisfy all or any portion of a Member’s or Withdrawn Member’s Holdback (excluding any Excess Holdback) as more fully described in the Company’s books and records.

“ Special Firm Collateral Realization ” has the meaning set forth in Section 4.1(d)(viii)(B).

“ Special Member ” means any person shown on the books and records of the Company as a Special Member of the Company, including any Nonvoting Special Member, and any Investor Special Member.

“ S&P ” means Standard & Poor’s Ratings Group, and any successor thereto.

“ Subject Investment ” has the meaning set forth in Section 5.8(e)(i).

“ Subject Member ” has the meaning set forth in Section 4.1(d)(iv)(A).

“ Total Disability ” means the inability of a Member substantially to perform the services required of a Regular Member for a period of six consecutive months by reason of physical or mental illness or incapacity and whether arising out of sickness, accident or otherwise.

“ Trust Account ” has the meaning set forth in the Trust Agreement.

“ Trust Agreement ” means the Trust Agreement, dated as of December 14, 2005, as amended to date, among the Members, the Trustee(s) and certain other persons that may receive distributions in respect of or relating to Carried Interest from time to time.

“ Trust Amount ” has the meaning set forth in the Trust Agreement.

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“ Trust Income ” has the meaning set forth in the Trust Agreement.

“ Trustee(s) ” has the meaning set forth in the Trust Agreement.

“ Unadjusted Carried Interest Distributions ” has the meaning set forth in Section 5.8(e)(i)(B).

“ Unallocated Percentage ” has the meaning set forth in Section 5.3(b).

“ Unrealized Net Income (Loss) ” attributable to any BREP V Investment as of any date means the Net Income (Loss) that would be realized by the Company with respect to such BREP V Investment if BREP V’s entire portfolio of investments were sold on such date for cash in an amount equal to their aggregate value on such date (determined in accordance with Section 5.1(d)) and all distributions payable by BREP V to the Company (indirectly) pursuant to the BREP V Partnership Agreement with respect to such BREP V Investment were made on such date. “Unrealized Net Income (Loss)” attributable to any other Investment as of any date means the Net Income (Loss) that would be realized by the Company with respect to such Investment if such Investment were sold on such date for cash in an amount equal to its value on such date (determined in accordance with Section 5.1).

“ Withdraw ” or “ Withdrawal ” with respect to a Member means a Member ceasing to be a member of the Company (except as a Retaining Withdrawn Member) for any reason (including death, disability, removal, resignation or retirement, whether such is voluntary or involuntary), unless the context shall limit the type of withdrawal to a specific reason, and “Withdrawn” with respect to a Member means, as aforesaid, a Member who has ceased to be a member of the Company.

“ Withdrawal Date ” has the meaning set forth in Section 6.5(a).

“ Withdrawn Member ” has the meaning set forth in Section 6.5(a).

1.2.  Terms Generally . The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The term “person” includes individuals, partnerships (including limited liability partnerships), companies (including limited liability companies), joint ventures, corporations, trusts, governments (or agencies or political subdivisions thereof) and other associations and entities. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

ARTICLE II

GENERAL PROVISIONS

2.1.  Managing, Regular and Special Members . The Members may be Managing Members, Regular Members or Special Members (including Nonvoting Special Members and Investor Special Members). The Managing Member as of the date hereof is Holdings. The Regular Members as of the date hereof are those persons shown as Regular Members on the signature pages hereof, and the Special Members as of the date hereof are persons shown as Special Members on the signature pages hereof.

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2.2.  Formation; Name; Foreign Jurisdictions . The Company was formed and is hereby continued as a limited liability company pursuant to the LLC Act and shall continue to conduct its activities under the name of BREA V L.L.C. The certificate of formation of the Company may be amended and/or restated from time to time by the Managing Member, as an “authorized person” (within the meaning of the LLC Act). The Managing Member is further authorized to execute and deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

2.3.  Term . The term of the Company shall continue until December 31, 2055, unless earlier dissolved and its affairs wound up in accordance with this Agreement.

2.4.  Purpose; Powers . (a) The purpose of the Company shall be, directly or indirectly through subsidiaries or affiliates, (i) to serve as sole member of BREA V Sub and perform the functions of the sole member specified in the BREA V Sub LLC Agreement, (ii) to serve as a general partner of BREMA V and BRECA V and perform the functions of the general partner specified in the BREMA V Partnership Agreement and of a general partner specified in the BRECA V Partnership Agreement, (iii) to invest in Investments and to acquire and invest in Securities or other property (directly or indirectly), (iv) to serve as a general partner or limited partner of other partnerships and perform the functions of a general partner or limited partner specified in the respective partnership agreements, as amended, supplemented or otherwise modified from time to time, of any such partnership, (v) to serve as a member of limited liability companies and perform the functions of a member specified in the respective limited liability company agreements, as amended, supplemented or otherwise modified from time to time, of any such limited liability company, (vi) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the Managing Member and as are permitted under the LLC Act, the BREA V Sub LLC Agreement, the BREMA V Partnership Agreement, the BRE Holdings V Partnership Agreement, the BRECA V Partnership Agreement, and the respective partnership agreements, as amended, supplemented or otherwise modified from time to time, of any partnership referred to in clause (iv) above, and the respective limited liability company agreements, as amended, supplemented or otherwise modified from time to time, of any limited liability company referred to in clause (v) above, (vii) any other lawful purpose, and (viii) to do all things necessary, desirable, convenient or incidental thereto.

(b) In furtherance of its purpose, the Company shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following:

(i) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;

(ii) to invest and reinvest the cash assets of the Company in money-market or other short-term investments;

(iii) to hold, receive, mortgage, pledge, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Company;

(iv) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in

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trust of, or the granting of a security interest in, the whole or any part of the property of the Company, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;

(v) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;

(vi) to have and maintain one or more offices within or without the State of Delaware, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;

(vii) to open, maintain and close accounts, including margin accounts, with brokers;

(viii) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;

(ix) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;

(x) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;

(xi) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient, advisable or incident to carrying out its purposes;

(xii) to sue and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Company, and to execute all documents and make all representations, admissions and waivers in connection therewith;

(xiii) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Members cash or investments or other property of the Company, or any combination thereof; and

(xiv) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware law.

2.5.  Place of Business . The Company shall maintain an office and principal place of business at 345 Park Avenue, New York, New York 10154 or such other place or places as the Managing Member may designate from time to time. The Company shall maintain a registered office at The Corporation Trust Company, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801. The name and address of the Company’s registered agent is The Corporation Trust Company, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801. The Managing Member may from time to time change the registered agent or office by an amendment to the certificate of formation of the Company.

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ARTICLE III

MANAGEMENT

3.1.  Managing Member . (a) Holdings shall be an original managing member (the “ Managing Member ”). The Managing Member shall cease to be the Managing Member only if it (i) Withdraws from the Company for any reason, (ii) consents in its sole discretion to resign as the Managing Member, or (iii) becomes the subject of a Final Event. The Managing Member may not be removed without its consent. There may be one or more Managing Members. In the event that one or more other Managing Members is admitted to the Company as such, all references herein to the “Managing Member” in the singular form shall be deemed to also refer to such other Managing Members as may be appropriate. The relative rights and responsibilities of such Managing Members will be as agreed upon from time to time between them.

(b) Upon the Withdrawal from the Company or voluntary resignation of the last remaining Managing Member, all of the powers formerly vested therein pursuant to this Agreement and the LLC Act shall be exercised by a Majority in Interest of the Members.

3.2.  Member Voting, etc . (a) Meetings of the Members may be called only by the Managing Member.

(b) Except as otherwise expressly provided herein and except as may be expressly required by the LLC Act, Special Members as such shall have no right to, and shall not, take part in the management or control of the Company’s business or act for or bind the Company, and shall have only the rights and powers granted to Special Members herein.

(c) To the extent a Member is entitled to vote with respect to any matter relating to the Company, such Member shall not be obligated to abstain from voting on any matter (or vote in any particular manner) because of any interest (or conflict of interest) of such Member (or any affiliate thereof) in such matter.

3.3.  Management . (a) The management, control and operation of the Company and the formulation and execution of business and investment policy shall be vested in the Managing Member. The Managing Member shall, in its discretion, exercise all powers necessary and convenient for the purposes of the Company, including those enumerated in Section 2.4, on behalf and in the name of the Company. All decisions and determinations (howsoever described herein) to be made by the Managing Member pursuant to this Agreement shall be made in its sole discretion, subject only to the express terms and conditions of this Agreement.

(b) The Managing Member and any other person designated by the Managing Member, each acting individually, is hereby authorized and empowered, as an authorized person of the Company or an authorized person of the Managing Member, in each case within the meaning of the LLC Act, or otherwise (the Managing Member hereby authorizing and ratifying any of the following actions):

(i) to execute and deliver and/or file (including any such action, directly or indirectly through one or more other entities, in the name and on behalf of the Company and/or in the name and on behalf of the Company as general partner of each Partnership (as hereinafter defined)) any agreement of the Company (including, without limitation, any Partnership Agreement (as hereinafter defined)) or of any Partnership (and any amendments, restatements and/or supplements thereof), the certificate of formation of the Company (and any amendments, restatements and/or supplements thereof), the certificate of limited partnership of each

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Partnership (and any amendments, restatements and/or supplements thereof) and any other certificates, notices, applications and other documents (and any amendments, restatements and/or supplements thereof) to be filed with any government or governmental or regulatory body, including, without limitation, any such document that may be necessary for the Company or any Partnership to qualify to do business in a jurisdiction in which the Company or such Partnership desires to do business;

(ii) to execute and deliver and/or file (including any such action, directly or indirectly through one or more other entities, in the name and on behalf of the Company and/or in the name and on behalf of Company as general partner of BREMA V in its capacity as general partner of each Blackstone Partnership (as hereinafter defined)) any agreement of BREMA V (including, without limitation, each Blackstone Partnership Agreement (as hereinafter defined)) or of any Blackstone Partnership (and any amendments, restatements and/or supplements thereof), the certificate of limited partnership of each Blackstone Partnership (and any amendments, restatements and/or supplements thereof) and any other certificates, notices, applications and other documents (and any amendments, restatements and/or supplements thereof) to be filed with any government or governmental or regulatory body, including, without limitation, any such document that may be necessary for any Blackstone Partnership to qualify to do business in a jurisdiction in which such Blackstone Partnership desires to do business;

(iii) to execute and deliver and/or file (including any such action, directly or indirectly through one or more other entities, in the name and on behalf of the Company as sole member of BREA V Sub, on BREA V’s own behalf or in BREA V’s capacity as general partner of BREA V on its own behalf or in its capacity as general partner of BREP V), any of the following:

(A) any agreement, certificate, instrument or other document of BREA V Sub, BREA V or BREP V (and any amendments, restatements and/or supplements thereof), including, without limitation, the following: (I) the BREP V Partnership Agreement and the BREA V Partnership Agreement, (II) Subscription Agreements on behalf of BREP V, (III) side letters issued in connection with investments in BREP V, and (IV) such other agreements, instruments, certificates and other documents as may be necessary or desirable in furtherance of BREA V Sub’s, BREA V’s or BREP V’s purposes (and any amendments, restatements and/or supplements of any of the foregoing referred to in (I) through (IV) hereof);

(B) the certificates of formation, certificate of limited partnership and/or other organizational documents of BREA V Sub, BREA V and BREP V (and any amendments, restatements and/or supplements thereof); and

(C) any other certificates, notices, applications and other documents (and any amendments, restatements and/or supplements thereof) to be filed with any government or governmental or regulatory body, including, without limitation, any such document that may be necessary for BREA V Sub, BREA V and BREP V to qualify to do business in a jurisdiction in which BREA V Sub, BREA V or BREP V desires to do business;

(iv) to execute and deliver and/or file (including any such action, directly or indirectly through one or more other entities, in the name and on behalf of the Company as sole member of BREA V Sub in its capacity as general partner of BREA V in its capacity as general partner of each Blackstone Entity) any agreement of BREA V (including, without limitation, each

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Blackstone Entity Agreement) or of any Blackstone Entity (and any amendments, restatements and/or supplements thereof), the certificate of limited partnership of each Blackstone Entity (and any amendments, restatements and/or supplements thereof) and any other certificates, notices, applications and other documents (and any amendments, restatements and/or supplements thereof) to be filed with any government or governmental or regulatory body, including, without limitation, any such document that may be necessary for any Blackstone Entity to qualify to do business in a jurisdiction in which such Blackstone Entity desires to do business;

(v) to prepare or cause to be prepared, and to sign, execute and deliver and/or file (including any such action in the name and on behalf of the Company and/or in the name and on behalf of the Company as general partner of each Partnership) (A) such documents, instruments, certificates and agreements as may be necessary or desirable in furtherance of the Company’s or such Partnership’s purposes, (B) any certificates, forms, notices, applications and other documents to be filed with any government or governmental or regulatory body on behalf of the Company and/or such Partnership, (C) any certificates, forms, notices, applications and other documents that may be necessary or advisable in connection with any bank account of the Company or such Partnership or any banking facilities or services that may be utilized by the Company or such Partnership, and all checks, notes, drafts and other documents of the Company or such Partnership that may be required in connection with any such bank account or any such banking facilities or services, (D) resolutions with respect to any of the foregoing matters (which resolutions, when executed by any person authorized as provided in this Section 3.3(b), each acting individually, shall be deemed to have been adopted by the Members and Managing Member, the Company and any Partnership, as applicable, for all purposes), and (E) any amendments, restatements and/or supplements of any of the foregoing;

(vi) to prepare or cause to be prepared, and to sign, execute and deliver and/or file (including any such action, directly or indirectly through one or more other entities, in the name and on behalf of the Company and/or in the name and on behalf of the Company as general partner BREMA V in its capacity as a general partner of each Blackstone Partnership) (A) such documents, instruments, certificates and agreements as may be necessary or desirable in furtherance of BREMA V’s or such Blackstone Partnership’s purposes, (B) any certificates, forms, notices, applications and other documents to be filed with any government or governmental or regulatory body on behalf of BREMA V and/or such Blackstone Partnership, (C) any certificates, forms, notices, applications and other documents that may be necessary or advisable in connection with any bank account of BREMA V or such Blackstone Partnership or any banking facilities or services that may be utilized by BREMA V or such Blackstone Partnership, and all checks, notes, drafts and other documents of BREMA V or such Blackstone Partnership that may be required in connection with any such bank account or any such banking facilities or services, (D) resolutions with respect to any of the foregoing matters (which resolutions, when executed by any person authorized as provided in this Section 3.3(b), each acting individually, shall be deemed to have been adopted by the Members and Managing Member, the Company, BREMA V or any Blackstone Partnership, as applicable, for all purposes), and (E) any amendments, restatements and/or supplements of any of the foregoing;

(vii) to prepare or cause to be prepared, and to sign, execute and deliver and/or file (including any such action, directly or indirectly through one or more other entities, in the name and on behalf of the Company as sole member of BREA V Sub, on its own behalf or in its capacity as general partner of BREA V on its own behalf or in its capacity as general partner of BREP V): (A) such documents, instruments, certificates and agreements as may be necessary or desirable in furtherance of BREA V Sub’s, BREA V’s or BREP V’s purposes, (B) any certificates, forms, notices, applications and other documents to be filed with any government or

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governmental or regulatory body on behalf of BREA V Sub, BREA V and/or BREP V, (C) any certificates, forms, notices, applications and other documents that may be necessary or advisable in connection with any bank account of BREA V Sub, BREA V and/or BREP V or any banking facilities or services that may be utilized by BREA V Sub, BREA V and/or BREP V, and all checks, notes, drafts and other documents of BREA V Sub, BREA V and/or BREP V that may be required in connection with any such bank account or any such banking facilities or service, (D) resolutions with respect to any of the foregoing matters (which resolutions, when executed by any person authorized as provided in this Section 3.3(b), each acting individually, shall be deemed to have been adopted by the Members and Managing Member, the Company, BREA V Sub, BREA V or BREP V, as applicable, for all purposes), and (E) any amendments, restatements and/or supplements of any of the foregoing; and

(viii) to prepare or cause to be prepared, and to sign, execute and deliver and/or file (including any such action, directly or indirectly through one or more other entities, in the name and on behalf of the Company as sole member of BREA V Sub in its capacity as general partner of BREA V in its capacity as general partner of each Blackstone Entity) (A) such documents, instruments, certificates and agreements as may be necessary or desirable in furtherance of any Blackstone Entity’s purposes, (B) any certificates, forms, notices, applications and other documents to be filed with any government or governmental or regulatory body on behalf of any Blackstone Entity, (C) any certificates, forms, notices, applications and other documents that may be necessary or advisable in connection with any bank account of any Blackstone Entity or any banking facilities or services that may be utilized by any Blackstone Entity, and all checks, notes, drafts and other documents of any Blackstone Entity that may be required in connection with any such bank account or any such banking facilities or services, (D) resolutions with respect to any of the foregoing matters (which resolutions, when executed by any person authorized as provided in this Section 3.3(b), each acting individually, shall be deemed to have been adopted by the Members and Managing Member, the Company, BREA V Sub, BREA V or any Blackstone Entity, as applicable, for all purposes, and (E) any amendments, restatements and/or supplements of any of the foregoing.

The authority granted to any person (other than the Managing Member) in this Section 3.3(b) may be revoked at any time by the Managing Member by an instrument in writing signed by the Managing Member. As used in this Section 3.3(b), the following terms have the following meanings: “ Blackstone Entities ” means, collectively, BREH V and any other limited partnership (other than BREP V) of which BREA V is the general partner. “ Blackstone Entity Agreements ” means, collectively, the limited partnership or other governing agreements, as amended, restated and/or supplemented, of the Blackstone Entities. “ Blackstone Partnerships ” means, collectively, BRE Holdings V, BFREP V and any other limited partnership of which BREMA V is the general partner, “ Blackstone Partnership Agreements ” means, collectively, the limited partnership agreements, as amended, restated and/or supplemented, of the Blackstone Partnerships. “ Partnerships ” means, collectively, BREMA V, BRECA V and any other limited partnership of which the Company is the general partner. “ Partnership Agreements ” means, collectively, the limited partnership agreements, as amended, restated and/or supplemented, of the Partnerships.

Notwithstanding any provision of this Agreement or any other agreement to the contrary, (x) each and every agreement, certificate, instrument, notice, form, application or other document of the Company, BREA V Sub, BREA V, BREP V, BREMA V, any Blackstone Entity, any Blackstone Partnership or any Partnership referred to in this Section 3.3 (whether specifically or in general terms) (and any amendments, restatements and/or supplements of any thereof thereof) is hereby authorized, ratified, approved and confirmed in all respects, on behalf of the Company, BREA V Sub, BREA V, BREP V, BREMA V, any Blackstone Entity, any Blackstone Partnership or any Partnership (each in all

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applicable capacities); (y) each of the Company, BREA V Sub, BREA V, BREP V, BREMA V, any Blackstone Entity, any Blackstone Partnership or any Partnership is hereby authorized, to execute and deliver, and to perform the applicable entity’s obligations (including, without limitation, serving as general partner, sole member or in any other capacity) under, each such agreement, certificate, instrument, notice, form, application or other document (and any amendment, restatement and/or supplement of any thereof); and (z) to take any action, in the applicable capacity, contemplated by or arising out of each such agreement, certificate, instrument, notice, form, application or other document (and any amendment, restatement and/or supplement of any thereof), in each and every one of the foregoing cases (x), (y) and (z), without the need for any further act, vote or consent of any person

3.4.  Responsibilities of Members . (a) Unless otherwise determined by the Managing Member in a particular case, each Regular Member shall devote substantially all his time and attention to the businesses of the Company and its affiliates, and each Special Member shall not be required to devote any time or attention to the businesses of the Company or its affiliates.

(b) All outside business or investment activities of the Members (including outside directorships or trusteeships), shall be subject to such rules and regulations as are established by the Managing Member from time to time.

(c) The Managing Member may from time to time establish such other rules and regulations applicable to Members or other employees as the Managing Member deems appropriate, including rules governing the authority of Members or other employees to bind the Company to financial commitments or other obligations.

3.5.  Exculpation and Indemnification . (a)  Liability to Members . Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Member nor any of such Member’s representatives, agents or advisors nor any partner, member, officer, employee, representative, agent or advisor of the Company or any of its affiliates (individually, a “Covered Person” and collectively, the “Covered Persons”) shall be liable to the Company or any other Member for any act or omission (in relation to the Company, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person (other than any act or omission constituting Cause), unless there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interests of the Company and within the authority granted to such Covered Person by this Agreement, and, with respect to any criminal act or proceeding, had reasonable cause to believe that such Covered Person’s conduct was unlawful. Each Covered Person shall be entitled to rely in good faith on the advice of legal counsel to the Company, accountants and other experts or professional advisors, and no action taken by any Covered Person in reliance on such advice shall in any event subject such person to any liability to any Member or the Company. To the extent that, at law or in equity, a Member has duties (including fiduciary duties) and liabilities relating thereto to the Company or to another Member, to the fullest extent permitted by law, such Member acting under this Agreement shall not be liable to the Company or to any such other Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Member otherwise existing at law or in equity, are agreed by the Members, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Member.

(b) Indemnification . To the fullest extent permitted by law, the Company shall indemnify and hold harmless (but only to the extent of the Company’s assets (including, without limitation, the remaining Commitments of the Members) each Covered Person from and against any and all claims, damages, losses, costs, expenses and liabilities (including, without limitation, amounts paid in

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satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim), joint and several, of any nature whatsoever, known or unknown, liquidated or unliquidated (collectively, “ Losses ”), arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of such Covered Person’s management of the affairs of the Company or which relate to or arise out of or in connection with the Company, its property, its business or affairs (other than claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, arising out of any act or omission of such Covered Person constituting Cause); provided , that a Covered Person shall not be entitled to indemnification under this Section with respect to any claim, issue or matter if there is a final and non-appealable judicial determination and/or determination of an arbitrator that such Covered Person did not act in good faith and in what such Covered Person reasonably believed to be in, or not opposed to, the best interest of the Company and within the authority granted to such Covered Person by this Agreement, and, with respect to any criminal act or proceeding, had reasonable cause to believe that such Covered Person’s conduct was unlawful; provided further , that if such Covered Person is a Member or a Withdrawn Member, such Covered Person shall bear its share of such Losses in accordance with such Covered Person’s Profit Sharing Percentage in the Company as of the time of the actions or omissions that gave rise to such Losses. To the fullest extent permitted by law, expenses (including legal fees) incurred by a Covered Person (including, without limitation, the Managing Member) in defending any claim, demand, action, suit or proceeding may, with the approval of the Managing Member, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of a written undertaking by or on behalf of the Covered Person to repay such amount to the extent that it shall be subsequently determined that the Covered Person is not entitled to be indemnified as authorized in this Section, and the Company and its affiliates shall have a continuing right of offset against such Covered Person’s interests/investments in the Company and such affiliates and shall have the right to withhold amounts otherwise distributable to such Covered Person to satisfy such repayment obligation. If a Member institutes litigation against a Covered Person which gives rise to an indemnity obligation hereunder, such Member shall be responsible, up to the amount of such Member’s Interests and remaining Commitment, for such Member’s pro rata share of the Company’s expenses related to such indemnity obligation, as determined by the Managing Member. The Company may purchase insurance, to the extent available at reasonable cost, to cover losses, claims, damages or liabilities covered by the foregoing indemnification provisions. Members will not be personally obligated with respect to indemnification pursuant to this Section.

3.6.  Tax Representation . Each Member certifies that (A) if the Member is a United States person (as defined in the Code) (x) (i) the Member’s name, social security number (or, if applicable, employer identification number) and address provided to the Company and its affiliates pursuant to an IRS Form W-9, Payer’s Request for Taxpayer Identification Number Certification (“W-9”) or otherwise are correct and (ii) the Member will complete and return a W-9, and (y) (i) the Member is a United States person (as defined in the Code) and (ii) the Member will notify the Company within 60 days of a change to foreign (non-United States) status or (B) if the Member is not a United States person (as defined in the Code) (x) (i) the information on the completed IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding (“W-8BEN”) or other applicable form, including but not limited to IRS Form W-8IMY, Certificate of Foreign Intermediary, Foreign Partnership, or Certain U.S. Branches for United States Tax Withholding (“W-8IMY”), or otherwise is correct and (ii) the Member will complete and return the applicable IRS form, including but not limited to a W-8BEN or W-8IMY, and (y) (i) the Member is not a United States person (as defined in the Code) and (ii) the Member will notify the Company within 60 days of any change of such status. The Member agrees to properly execute and provide to the Company in a timely manner any tax documentation that may be reasonably required by the Managing Member.

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ARTICLE IV

CAPITAL OF THE COMPANY

4.1.  Capital Contributions by Members . (a) Except as agreed by the Managing Member and a Regular Member, such Regular Member shall not be required to make capital contributions equal to the Required Amounts as determined by the Managing Member from time to time; provided, that (i) such additional capital contributions may be made pro rata among the Regular Members based upon the allocation of the Carried Interest in each BREP V Investment by the Managing Member and (ii) additional capital contributions in excess of the Required Amounts which are to be used for ongoing business operations (as distinct from financing, legal or other specific liabilities of the Company. Special Members shall not be required to make additional capital contributions to the Company except (i) as a condition of an increase in such Special Member’s Profit Sharing Percentage or (ii) as specifically set forth in this Agreement; provided, that the Managing Member and any Special Member may agree from time to time that such Special Member shall make an additional capital contribution to the Company; provided further, that each Investor Special Member shall maintain its capital account at a level equal to the product of (i) its Profit Sharing Percentage from time to time and (ii) the total capital of the Company.

(b) Each capital contribution by a Member shall be credited to the appropriate capital account of such Member in accordance with Section 5.2.

(c) The Managing Member may elect on a case by case basis to (i) cause the Company to loan any Member (including any additional Member admitted to the Company pursuant to Section 6.1) the amount of any capital contribution required to be made by such Member or (ii) permit any Member (including any additional Member admitted to the Company pursuant to Section 6.1 but excluding any Members that are also executive officers of The Blackstone Group L.P.) to make a required capital contribution to the Company in installments in kind, in each case on terms (including valuation of contributed property in the case of in kind contributions permitted by the Managing Member) determined by the Managing Member.

(d)(i) The Members and the Withdrawn Members have entered into the Trust Agreement, pursuant to which certain amounts of the distributions relating to the Carried Interest will be paid to the Trustee(s) for deposit in the Trust Account (such amounts to be paid to the Trustee(s) for deposit in the Trust Account constituting a “ Holdback ”). The Managing Member shall determine, as set forth below, the percentage of each distribution of Carried Interest that shall be withheld for each Member Category (such withheld percentage constituting such Member Category’s “ Holdback Percentage ”). The applicable Holdback Percentages initially shall be 0% for the Managing Member, 15% for Existing Members (other than the Managing Member), 21% for Retaining Withdrawn Members and 24% for Deceased Members (the “ Initial Holdback Percentages ”).

(ii) The Holdback Percentage may not be reduced for any individual Member as compared to the other Members in his Member Category (except as provided in clause (iv) below). The Managing Member may only reduce the Holdback Percentages among the Member Categories on a proportionate basis. For example, if the Holdback Percentage for Existing Members is decreased to 12.5%, the Holdback Percentage for Retaining Withdrawn Members and Deceased Members shall be reduced to 17.5% and 20%, respectively. Any reduction in the Holdback Percentage for any Member shall apply only to distributions relating to Carried Interest made after the date of such reduction.

(iii) The Holdback Percentage may not be increased for any individual Member as compared to the other Members in his Member Category (except as provided in clause (iv) below). The Managing Member may not increase the Retaining Withdrawn Members’ Holdback

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Percentage beyond 21% unless the Managing Member concurrently increases the Existing Members’ Holdback Percentage to the Holdback Percentage of the Retaining Withdrawn Members. The Managing Member may not increase the Deceased Members’ Holdback Percentage beyond 24% unless the Managing Member increases the Holdback Percentage for both Existing Members and Retaining Withdrawn Members to 24%. The Managing Member may not increase the Holdback Percentage of any Member Category beyond 24% unless such increase applies equally to all Member Categories. Any increase in the Holdback Percentage for any Member shall apply only to distributions relating to Carried Interest made after the date of such increase. The foregoing shall in no way prevent the Managing Member from proportionately increasing the Holdback Percentage of any Member Category (following a reduction of the Holdback Percentages below the Initial Holdback Percentages), if the resulting Holdback Percentages are consistent with the above. For example, if the Managing Member reduces the Holdback Percentages for Existing Members, Retaining Withdrawn Members and Deceased Members to 12.5%, 17.5% and 20%, respectively, the Managing Member shall have the right to subsequently increase the Holdback Percentages to the Initial Holdback Percentages.

(iv)(A) Notwithstanding anything contained herein to the contrary, the Company may increase or decrease the Holdback Percentage for any Member in any Member Category (in such capacity, the “ Subject Member ”) pursuant to a majority vote of the Regular Members (a “ Holdback Vote ”); provided , that, notwithstanding anything to the contrary contained herein, the Holdback Percentage applicable to the Managing Member shall not be increased or decreased without its prior written consent; provided further , that a Subject Member’s Holdback Percentage shall not be (I) increased prior to such time as such Subject Member (x) is notified by the Company of the decision to increase such Subject Member’s Holdback Percentage and (y) has, if requested by such Subject Member, been given 30 days to gather and provide information to the Company for consideration before a second Holdback Vote (requested by the Subject Member) or (II) decreased unless such decrease occurs subsequent to an increase in a Subject Member’