BLACKSTONE REAL ESTATE MANAGEMENT ASSOCIATES INTERNATIONAL II L.P. SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Exhibit 10.14

BLACKSTONE REAL ESTATE MANAGEMENT ASSOCIATES INTERNATIONAL II L.P.

SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

Dated as of May 31, 2007

TABLE OF CONTENTS

-i-

-ii-

BLACKSTONE REAL ESTATE MANAGEMENT ASSOCIATES INTERNATIONAL II L.P.

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Blackstone Real Estate Management Associates International II L.P. (the “ Partnership ”) dated as of May 31, 2007, by and among BREA International (Cayman) II Ltd., a Cayman Islands exempted limited company (“ BREA (Cayman) ” or the “ General Partner ”), and the limited partners (including special limited partners) as provided on the signature pages hereto, as Limited Partners.

PRELIMINARY STATEMENT

The Partnership was formed under the laws of Alberta, Canada pursuant to a Certificate of Limited Partnership, dated as of July 11, 2005, which was filed with the Registrar of Corporations (Alberta).

The original partnership agreement of the Partnership was executed as of July 11, 2005 (the “ Existing Agreement ”).

The Existing Agreement was amended and restated in its entirety by the Amended and Restated Agreement of Limited Partnership, dated August 5, 2005, of the Partnership (as amended to date, the “ First Amended and Restated Agreement ”).

The parties hereto now wish to amend and restate the First Amended and Restated Agreement in its entirety as of the date hereof and as hereinafter set forth. Accordingly, the parties 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:

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

“Alternative Vehicle” means any investment vehicle or structure formed pursuant to paragraph 2.7 of the BREP International II Partnership Agreement or any other "Alternative Vehicle" (as defined in any other BREP International II 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 Partnership with respect thereto.

“ BCP ” means the collective reference to Blackstone Capital Partners L.P., a Delaware limited partnership, and any other investment vehicle established in accordance with the terms of Blackstone Capital Partners L.P.’s 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 the collective reference to 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 other investment vehicle established pursuant to paragraph 2.7 of the respective partnership agreements of either of such partnerships.

“ BCP III ” means the collective reference to 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 established pursuant to paragraph 2.7 of the respective partnership agreements of either of such partnerships.

“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).

“ BFREP International II ” means Blackstone Family Real Estate Partnership International II L.P., an Alberta, Canada limited partnership.

“ BRE Associates International II ” means BRE Associates International II L.P., an Alberta, Canada limited partnership.

“ BREA (Cayman) ” has the meaning set forth in the Preamble.

“ BREA International II ” means Blackstone Real Estate Associates International (Alberta) II L.P., an Alberta, Canada limited partnership.

“ BREA International (Delaware) II ” means Blackstone Real Estate Associates International II L.P., a Delaware limited partnership.

“ BRECA International II ” means Blackstone Real Estate Capital Associates International II L.P., an Alberta, Canada 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 International II Partnership Agreement ” means the Amended and Restated Agreement of Limited Partnership of Blackstone Real Estate Capital Associates International II L.P., dated as of the date hereof, as amended from time to time.

“ BREH International II ” means Blackstone Real Estate Holdings International II L.P. and Blackstone Real Estate Holdings International II-A L.P, each an Alberta, Canada limited partnership.

“BREP International II” means the collective reference to: (i) Blackstone Real Estate Partners International II L.P., a limited partnership formed or to be formed under the laws of the United Kingdom pursuant to the Limited Partnerships Act 1907 of the United Kingdom, (ii) any other investment vehicle established pursuant to Article 2 of the partnership agreement for the partnership referred to in clause (i) above, and (iii) any investment vehicle formed to co-invest with the partnership referred to in clause (i) above using third party capital and that potentially pays Carried Interest Distributions (as such term is used in such partnership agreement).

2

“ BREP International II Agreement ” means the Amended and Restated Agreement of Limited Partnership, dated the date hereof or other date set forth therein, of the partnership referred to in clause (i) of the definition of “BREP International II” in this Article I, and any other BREP International II partnership agreement.

“ BREP International II Investment ” means the Partnership’s indirect interest in a specific BREP International II investment pursuant to the BREP International II Agreement in its capacity as an indirect partner of BREP International II, but does not include any direct or indirect investment by the Partnership on a side-by-side basis in any BREP International II investment.

“ Carried Interest ” shall mean (i) distributions to the general partner of BREP International II (including BREA International (Delaware) II) pursuant to paragraphs 4.2.1(c) and (d), paragraphs 4.2.2(c) and (d) and paragraph 4.2.8 of the BREP International II Agreement (or similar provisions of investment vehicles formed after the date hereof) and (ii) any other carried interest payable pursuant to the BREP International II Agreement. In each case 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 Partnership with respect thereto and less reasonable reserves for payment of costs, fees and expenses of the Partnership that are anticipated with respect thereto (in each case which the General Partner may allocate among all or any portion of the Investments as it determines in good faith is appropriate).

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

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

“ Cause ” means the occurrence or existence of any of the following with respect to any Partner, as determined fairly, reasonably, on an informed basis and in good faith by the General Partner and subject to any written agreements between a Partner and the Partnership or an affiliate thereof: (i) (w) any breach by any Partner of any provision of any non-competition agreement, (x) any material breach of this Agreement or any rules or regulations applicable to such Partners that are established by the General Partner, (y) such Partner’s deliberate failure to perform his or her duties to the Partner, or (z) such Partner’s committing to or engaging in any conduct or behavior that is or may be harmful to the Partnership in a material way determined by the General Partner; provided , that in the case of any of the foregoing clauses (w), (x), (y) and (z), the General Partner has given such Partner written notice (a “ Notice of Breach ”) within fifteen days after the General Partner becomes aware of such action and such Partner fails to cure such breach, failure to perform or conduct or behavior within fifteen days after receipt of such Notice of Breach from the General Partner (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided that such Partner is diligently

3

pursuing such cure); (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Partnership; or (iii) conviction (on the basis of a trial of by an accepted plea of guilty or nolo contendre ) 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 Partner 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 Partner’s ability to function as a Partner of the Partnership, taking into account the services required of such Partner and the nature of the Partnership’s business, or (B) the business of the Partnership.

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

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

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

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

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

“ Clawback Provisions ” shall mean paragraphs 4.2.9 and 9.2.6 of the BREP International II Agreement and any other similar provisions in any other BREP International II Agreement existing heretofore or hereafter entered into.

“ Code ” means the United States 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 Partner, has the meaning set forth in such Partner’s Commitment Agreement or SMD Agreement

“ Commitment Agreement ” shall mean a commitment agreement by which a Partner has committed to fund certain amounts with respect to the BREP International II Investments and certain expenses of BREP International II.

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

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

4

“ Default 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 as its prime rate and (b) 5%, or (ii) the highest rate of interest permitted under applicable law.

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

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

“ Disabling Event ” means (a) the withdrawal of a General Partner, other than in accordance with Section 6.2(b)(ii), (b) the incapacity of a General Partner, (c) a General Partner (i) makes an assignment for the benefit of its creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent or has entered against it an order for relief in any bankruptcy or insolvency proceeding, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in proceeding described in clause (iv), or (v) seeks, consents to, or acquiesces in, the appointment of a trustee, receiver or liquidator of the General Partner or of all or substantially all of its properties, or (d) any other event that causes the General Partner to cease to be a general partner of the Partnership as provided in the Partnership Act.

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

“ 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).

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

“ Excluded Item ” has the meaning set forth in Section 5.1(b).

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

“Feeder Vehicle” shall mean any Limited Partner formed to serve as a collective investment vehicle for real estate-related investments in the United Kingdom which invests all or a portion of its investable resources in the Partnership.

“ Firm Collateral ” shall mean a Partner’s or Withdrawn Partner’s interest in one or more partnerships or limited liability companies, in either case affiliated with the Partnership, and certain other assets of such Partner or Withdrawn Partner, 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 Partner or Withdrawn Partner as more fully described in the books and records of the Partnership; 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).

5

“ 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 General Partner.

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

“ GAAP ” means U.S. generally accepted accounting principles.

“ General Partner ” means BREA (Cayman) and any person admitted to the Partnership as an additional General Partner in accordance with the provisions of this Agreement, until such time as such person ceases to be a general partner of the Partnership as provided herein or in the Partnership Act.”

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

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

“ Giveback Provisions ” shall mean paragraph 3.4.3 of the BREP International II Agreement and any other similar provisions in any other BREP International II partnership or similar 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 ” means Blackstone Holdings V L.P., a Delaware limited partnership.

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

“ Inflation Index ” means (i) the GNP deflator, which is the fixed-weighted price index representing the average change in the United States gross national product as published in the Survey of Current Business by the National Income and Wealth Division of the Bureau of Economic Analysis of the U.S. Department of Commerce, or (ii) such other index measuring changes in economic prices in the United States as shall be selected by the General Partner.

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

“ Interest ” means a limited partnership interest in the Partnership, including those which are held by a Retaining Withdrawn Partner. An Interest held by the Feeder Vehicle shall, and any other Interest may be, segregated into multiple Interests for all purposes hereof.

“ Investment ” means any investment (direct or indirect) of the Partnership designated by the General Partner from time to time as an investment in which the Partners’ respective interests shall be established and accounted for on a basis separate from the Partnership’s other businesses, activities and investments, including any BREP International II investments.

6

“ Investor Limited Partner ” means any Limited Partner so designated at the time of its admission as a partner of the Partnership.

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

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

“ Limited Partner ” means any person who is shown on the books and records of the Partnership as a Limited Partner of the Partnership, including any Special Limited Partner, any Investor Limited Partner and any Nonvoting Limited Partner.

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

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

“ Majority in Interest of the Partners ” on any date (a “vote date”) means one or more persons who are Partners (including the General Partner and the Special Limited Partners but excluding Nonvoting Limited Partners) 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 General Partner as of which the Partners’ 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 Partners (including the General Partner and the Special Limited Partners but excluding Nonvoting Limited Partners) on the vote date.

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

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

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

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

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

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

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

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

7

“ Nonvoting Limited Partner ” has the meaning set forth in Section 6.1(a).

“ Other Fund GPs ” means BRE Associates International II, BREA International II, BRECA International II, BREA International (Delaware) II and any other entity (other than the Partnership) through which any Partner, Withdrawn Partner 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 Partner 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 Partners’ obligations pursuant to Section 5.8(d).

“ Partner ” means any person who is a partner of the Partnership, whether a General Partner or a Limited Partner in whatsoever Partner Category.

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

“ Partnership ” has the meaning set forth in the Preamble.

“ Partnership Act ” means the Partnership Act (Revised Statutes of Alberta, 2000, C.P.-3, et seq.) , as it may be amended from time to time, and any successor to such statute.

“ Profit Sharing Percentage ” means the “Carried Interest Sharing Percentage” and “Non-Carried Interest Sharing Percentage” of each Partner; 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(d)) shall mean the “Non-Carried Interest Sharing Percentage” of each Partner; provided further , that any reference in this Agreement to Profit Sharing Percentage that specifically refers to Net Income unrelated to BREP International II shall continue to refer to the amount of each Partner’s percentage interest in a category of Net Income (Loss) established by the General Partner from time to time pursuant to Section 5.3.

“ Qualifying Fund ” means any other fund designated by the General Partner as a “Qualifying Fund”.

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

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

“ Required Amounts ” means amounts equal to the Partnership’s portion of the required capital contribution in respect of any BREP International II Investment to be made by the general partner of BREP International II (including, without limitation, BREA International (Delaware) II), as determined by the General Partner from time to time, which amounts shall be used by the Partnership to fund capital contributions to BREA International II and indirectly, through BREA International II, to the general partner of BREP International II (including, without limitation, BREA International (Delaware) II).

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

8

“ Retaining Withdrawn Partner ” shall mean a Withdrawn Partner who has retained a partnership interest in the Partnership, pursuant to Section 6.5(f) or otherwise. A Retaining Withdrawn Partner shall be considered a Partner 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, interests in limited partnerships and interests in 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 Partnership and/or one or more of its affiliates and the Partners, pursuant to which each Partner undertakes certain obligations with respect to the Partnership and/or its affiliates. The SMD Agreements are hereby incorporated by reference as between the Partnership and the relevant Partner.

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

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

“ Special Limited Partner ” means any of the persons shown on the books and records of the Partnership as a Special Limited Partner and any person admitted to the Partnership as an additional Special Limited Partner in accordance with the provisions of this Agreement.

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

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

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

“ Total Disability ” means the inability of a Limited Partner substantially to perform the obligations required of such Limited Partner (in its capacity as such or in any other capacity with respect to any affiliate of the Partnership) 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 August 5, 2005, as amended to date, among the Partners, the Trustee(s) and certain other persons that may receive distributions in respect of or relating to Carried Interest from time to time.

9

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

“ 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).

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

“ Unrealized Net Income (Loss) ” attributable to any BREP International II Investment as of any date means the Net Income (Loss) that would be realized by the Partnership with respect to such BREP International II Investment if BREP International II’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(e)) and all distributions payable by BREP International II to the Partnership (indirectly) pursuant to the BREP International II Agreement with respect to such BREP International II 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 Partnership 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(e)).

“ Withdraw ” or “ Withdrawal ” with respect to a Partner means a Partner ceasing to be a partner of the Partnership (except as a Retaining Withdrawn Partner) 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 subject to any written agreements between a Partner and the Partnership or any affiliate thereof, and “Withdrawn” with respect to a Partner means, as aforesaid, a Partner who has ceased to be a partner of the Partnership.

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

“ Withdrawn Partner ” 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. General Partner and Limited Partners . The Partners may be General Partners or Limited Partners. The General Partner is BREA (Cayman). The Limited Partners shall be as shown on the books and records of the Partnership.

10

2.2. Formation; Name . The Partnership was formed upon the filing and recording of a Certificate with the Registrar of Corporations on July 12, 2005 (L.P. No. 11813029) and is hereby continued as a limited partnership pursuant to the Partnership Act and shall conduct its activities under the name of Blackstone Real Estate Management Associates International II L.P.

2.3. Term . The term of the Partnership shall continue until December 31, 2055, unless earlier dissolved and terminated in accordance with this Agreement.

2.4. Purpose; Powers . (a) The purpose and character of the business of the Partnership shall be, directly or indirectly through subsidiaries or affiliates, (i) to serve as a limited partner of BREA International II or of any Other Fund GP and perform the obligations of a limited partner specified in such entities’ respective partnership or similar agreements, (ii) to serve as general partner or limited partner of other partnerships, a member of limited liability companies, and hold interests in companies, corporations and other entities, (iii) to carry on such other businesses for profit, perform such other services and make such other investments for profit as are deemed desirable by the General Partner, subject to the Partner vote requirements set forth in Section 3.3, (iv) any other lawful purpose, and (v) to do all things necessary and incidental thereto.

(b) In furtherance of its purpose, the Partnership 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 Partnership 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 Partnership;

(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 trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, 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 Province of Alberta, Canada, 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;

11

(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 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 or 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 Partnership, 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 Partners cash or investments or other property of the Partnership, or any combination thereof; and

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

2.5. Place of Business . The Partnership shall maintain an office and principal place of business at 345 Park Avenue, New York, New York 10154 U.S.A., or such other place or places as may from time to time be designated by the General Partner.

2.6. Feeder Vehicle . (a) The Interest of the Feeder Vehicle shall be treated as Interests held by more than one Limited Partner for purposes of determining the appropriate treatment of the Feeder Vehicle in connection herewith, in light of the multiple interest holders in the Feeder Vehicle. This shall include (i) reflecting on the books and records of the Partnership a separate Interest held by the Feeder Vehicle with respect to each interest holder therein and (ii) applying the provisions of Article IV as though the interest holder were a direct Limited Partner in the Partnership.

(b) If any interest holder of the Feeder Vehicle fails to make a Capital Contribution to the Feeder Vehicle, the Feeder Vehicle may be treated as a Defaulting Limited Partner in accordance with the provisions hereof, but solely with respect to such interest holder’s indirect interest in the Partnership.

(c) In the case of any vote of Limited Partners under this Agreement or any law, the Feeder Vehicle shall vote its Interest in proportion to the votes on such matter of the interest holders thereof, based on their pro rata interest therein, that are unaffiliated with the General Partner.

(d) The General Partner may make any adjustments to the Interest of the Feeder Vehicle to accomplish the overall objectives of this Section 2.6; provided , that such adjustments shall in no way have a materially adverse effect on the Interests of any other Partner.

12

ARTICLE III

MANAGEMENT

3.1. General Partner . BREA (Cayman) shall be the “ General Partner .” A General Partner may not be removed without its consent. The management of the business and affairs of the Partnership shall be vested in the General Partner as provided in Section 3.4.

3.2. Limited Partners . The Limited Partners shall be the parties set forth on the books and records of the Partnership as Limited Partners as of the date hereof.

3.3. Partner Voting, etc.

(a) Meetings of the Partners may be held only when called by the General Partner.

(b) Except as may be expressly required or permitted by the Partnership Act, Limited Partners as such shall have no right to, and shall not, take part in the control of the Partnership’s business or act for or bind the Partnership, and shall have only the rights and powers of a limited partner as provided in both the Partnership Act and this Agreement.

(c) To the extent a Partner is entitled to vote with respect to any matter relating to the Partnership, such Partner 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 Partner (or any affiliate thereof) in such matter.

3.4. Management . (a) The full management, control and operation of the Partnership and the formulation and execution of business and investment policy shall be vested in the General Partner, and the General Partner shall have full control over the business and affairs of the Partnership. The General Partner shall, in the General Partner’s discretion, exercise all powers necessary and convenient for the purposes of the Partnership, including, without limitation, those enumerated in Section 2.4, on behalf and in the name of the Partnership. If there shall be more than one General Partner, any action by the General Partners shall require the unanimous approval of the General Partners. All decisions and determinations (howsoever described herein) to be made by the General Partner pursuant to this Agreement shall be made in the General Partner’s discretion, subject only to the express terms and conditions of this Agreement.

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

3.5. Responsibilities of Partners . The General Partner may from time to time establish such rules and regulations applicable to Partners the General Partner deem appropriate.

3.6. [ Intentionally Omitted ].

3.7. Exculpation and Indemnification . (a)  Liability to Partners . Notwithstanding any other provision of this Agreement, whether express or implied, to the fullest extent permitted by law, no Partner nor any of such Partner’s representatives, agents or advisors nor any partner, member, officer, employee, representative, agent or advisor of the Partnership or any of its affiliates (individually, a “ Covered Person ” and collectively, the “ Covered Persons ”) shall be liable to the Partnership or any other Partner for any act or omission (in relation to the Partnership, this Agreement, any related document or

13

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 Partnership 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 Partnership, 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 Partner or the Partnership. To the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, to the fullest extent permitted by law, such Partner acting under this Agreement shall not be liable to the Partnership or to any such other Partner 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 Partner otherwise existing at law or in equity, are agreed by the Partners, to the fullest extent permitted by law, to modify to that extent such other duties and liabilities of such Partner.

(b) Indemnification . To the fullest extent permitted by law, the Partnership shall indemnify and hold harmless (but only to the extent of the Partnership’s assets (including, without limitation, the remaining Commitments of the Partners) each Covered Person from and against any and all claims, damages, losses, costs, expenses and liabilities (including, without limitation, amounts paid in 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 participation in the affairs of the Partnership or which relate to or arise out of or in connection with the Partnership, 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 Partnership 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 Partner or a Withdrawn Partner, such Covered Person shall bear its share of such Losses in accordance with such Covered Person’s Profit Sharing Percentage in the Partnership 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 General Partner) in defending any claim, demand, action, suit or proceeding may, with the approval of the General Partner, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership 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 Partnership and its affiliates shall have a continuing right of offset against such Covered Person’s interests/investments in the Partnership and such affiliates and shall have the right to withhold amounts otherwise distributable to such Covered Person to satisfy such repayment obligation. If a Partner institutes litigation against a Covered Person which gives rise to an indemnity obligation hereunder, such Partner shall be responsible, up to the amount of such Partner’s Interests and remaining Commitment, for such Partner’s pro rata share of the Partnership’s expenses related to such indemnity obligation, as

14

determined by the General Partner. The Partnership may purchase insurance, to the extent available at reasonable cost, to cover losses, claims, damages or liabilities covered by the foregoing indemnification provisions. Partners will not be personally obligated with respect to indemnification pursuant to this Section.

3.8. Tax Representation . Each Limited Partner certifies that (A) if the Limited Partner is a United States person (as defined in the Code) (x) (i) the Limited Partner’s name, social security number (or, if applicable, employer identification number) and address provided to the Partnership 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 Limited Partner will complete and return a W-9, and (y) (i) the Limited Partner is a United States person (as defined in the Code) and (ii) the Limited Partner will notify the Partnership within 60 days of a change to foreign (non-United States) status or (B) if the Limited Partner 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 Limited Partner will complete and return the applicable IRS form, including but not limited to a W-8BEN or W-8IMY, and (y) (i) the Limited Partner is not a United States person (as defined in the Code) and (ii) the Limited Partner will notify the Partnership within 60 days of any change of such status. The Limited Partner agrees to properly execute and provide to the Partnership in a timely manner any tax documentation that may be reasonably required by the General Partner.

ARTICLE IV

CAPITAL OF THE PARTNERSHIP

4.1. Capital Contributions by Partners . (a) Except as agreed by the Managing Member and a Regular Member, such Limited Partner shall not be required to make capital contributions to the Partnership at such times and in such amounts as are required to fund the Required Amounts, as determined by the General Partner from time to time; provided, that (i) such additional capital contributions may be made pro rata among the Limited Partners based upon the allocation of the Carried Interest in each BREP International II Investment by the General Partner and (ii) additional capital contributions in excess of Required Amounts which are to be used for ongoing business operations (as distinct from financing legal or other specific liabilities of the Partnership) (including those specifically set forth in Sections 4.1(d) and 5.8(d)); provided further, that the General Partner may excuse any Nonvoting Limited Partner from making capital contributions to fund Required Amounts as provided in the books and records of the Partnership. Limited Partners (other than Special Limited Partners) shall not be required to make additional capital contributions to the Partnership except (i) as a condition of an increase in such Limited Partner’s Profit Sharing Percentage, or (ii) as specifically set forth in this Agreement; provided, however, that the General Partner and any Limited Partner (other than a Special Limited Partner) may agree from time to time that such Limited Partner shall make an additional capital contribution to the Partnership; provided further, that each Investor Limited Partner 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 Partnership; provided further, that the foregoing in no way limits any other provision of this Agreement (including without limitation, Sections 5.8(d) and (e) and 6.5) or of any written agreement between a Partner and the Partnership or an affiliate thereof which requires the making of any such additional capital contribution. If required by applicable law, the maximum amount of capital a Limited Partner is obligated to contribute to the Partnership shall be disclosed in a Certificate filed in accordance with the Partnership Act; and provided further, that the General Partner shall be required to make a maximum capital contribution of (U.S.)$10. Notwithstanding the foregoing, the unfunded amount

15

of any Limited Partner’s commitment to make capital contributions to the Partnership (such Limited Partner’s “Unfunded Commitment”) may be determined and redetermined by the General Partner from time to time (including, without limitation, any redetermination that results in a reduction in such Limited Partner’s Unfunded Commitment, which reduction may be retroactive); provided, that each Limited Partner agrees to make capital contributions in the full amount of such Limited Partner’s Unfunded Commitment at any time, on condition that the General Partner does not thereafter make a redetermination that results in a reduction in such Limited Partner’s Unfunded Commitment and subject to all other terms and conditions set forth herein and/or in any other agreement relating thereto; and provided further, that, following an initial determination of a Limited Partner’s commitment such Limited Partner’s Unfunded Commitment shall not be increased without the consent of such Limited Partner. Any provision of this Agreement to the contrary notwithstanding, no capital contribution shall become due and payable or be required to be made by any Partner, unless and until it shall be called by the General Partner for the purposes set forth herein or in the Commitment Agreement or SMD Agreement of such Partner.

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

(c) The General Partner may elect on a case by case basis to (i) cause the Partnership to loan any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1 but excluding any Partner that is an executive officer of The Blackstone Group) the amount of any capital contribution required to be made by such Partner or (ii) permit any Partner (including any additional Partner admitted to the Partnership pursuant to Section 6.1) to make a required capital contribution to the Partnership in installments in kind, in each case on terms (including valuation of contributed property in the case of in kind contributions permitted by the General Partner) determined by the General Partner.

(d) (i) The Partners and the Withdrawn Partners 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 General Partner shall determine, as set forth below, the percentage of each distribution of Carried Interest that shall be withheld for each Partner Category (such withheld percentage constituting such Partner Category’s “ Holdback Percentage ”). The applicable Holdback Percentages initially shall be 15% for Existing Partners (other than the General Partner), 0% for the Holdings, 21% for Retaining Withdrawn Partners and 24% for Deceased Partners (the “ Initial Holdback Percentages ”).

(ii) The Holdback Percentage may not be reduced for any individual Partner as compared to the other Partners in his Partner Category (except as provided in clause (iv) below). The General Partner may only reduce the Holdback Percentages among the Partner Categories on a proportionate basis; provided, that the Holdback Percentage applicable to Holdings may not be increased or decreased without its consent. For example, if the Holdback Percentage for Existing Partners is decreased to 12.5%, the Holdback Percentage for Retaining Withdrawn Partners and Deceased Partners shall be reduced to 17.5% and 20%, respectively. Any reduction in the Holdback Percentage for any Partner 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 Partner as compared to the other Partners in his Partner Category (except as provided in clause (iv) below). The General Partner may not increase the Retaining Withdrawn Partners’ Holdback Percentage beyond 21% unless the General Partner concurrently increases the Existing Partners’ Holdback Percentage to 21%. The General Partner may not increase the Deceased Partners’ Holdback

16

Percentage beyond 24% unless the General Partner increases the Holdback Percentage for both Existing Partners and Retaining Withdrawn Partners to 24%. The General Partner may not increase the Holdback Percentage of any Partner Category beyond 24% unless such increase applies equally to all Partner Categories. Any increase in the Holdback Percentage for any Partner shall apply only to distributions relating to Carried Interest made after the date of such increase. The foregoing shall in no way prevent the General Partner from proportionately increasing the Holdback Percentage of any Partner 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 General Partner reduces the Holdback Percentages for Existing Partners, Retaining Withdrawn Partners and Deceased Partners to 12.5%, 17.5% and 20%, respectively, the General Partner 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 Partnership may increase or decrease the Holdback Percentage for any Partner in any Partner Category (in such capacity, the “ Subject Partner ”) pursuant to a majority vote of the Special Limited Partners and of the special limited partners of BRE Associates (a “ Holdback Vote ”); provided, that, notwithstanding anything to the contrary contained herein, the Holdback Percentage applicable to the General Partner shall not be increased or decreased without its prior written consent; provided further , that a Subject Partner’s Holdback Percentage shall not be (I) increased prior to such time as such Subject Partner (x) is notified by the Partnership of the decision to increase such Subject Partner’s Holdback Percentage and (y) has, if requested by such Subject Partner, been given 30 days to gather and provide information to the Partnership for consideration before a second Holdback Vote (requested by the Subject Partner) and (II) decreased unless such decrease occurs subsequent to an increase in a Subject Partner’s Holdback Percentage pursuant to a Holdback Vote under this clause (iv); provided further , that such decrease shall not exceed an amount such that such Subject Partner’s Holdback Percentage is less than the prevailing Holdback Percentage for such Subject Partner’s Partner Category; provided further , that a Partner or a special limited partner of BRE Associates shall not vote to increase a Subject Partner’s Holdback Percentage unless such voting partner determines, in his good faith judgment, that the facts and circumstances indicate that it is reasonably likely that such Subject Partner, or any of his successors or assigns (including his estate or heirs) who at the time of such vote holds the Partnership interest or otherwise has the right to receive distributions relating thereto, will not be capable of satisfying any Recontribution Amounts that may become due.

17

(v) (A) If a Partner’s Holdback Percentage exceeds 15% (such percentage in excess of 15% constituting the “ Excess Holdback Percentage ”), such Partner may satisfy the portion of his Holdback obligation in respect of his Excess Holdback Percentage (such portion constituting such Partner’s “ Excess Holdback ”), and such Partner (or a Withdrawn Partner with respect to amounts contributed to the Trust Account while he was a Partner), to the extent his

18

Excess Holdback obligation has previously been satisfied in cash, may obtain the release of the Trust Amounts (but not the Trust Income thereon which shall remain in the Trust Account and allocated to such Partner or Withdrawn Partner) satisfying such Partner’s or Withdrawn Partner’s Excess Holdback obligation, by pledging or otherwise making available to the Partnership, on a first priority basis (except as provided below), all or any portion of his Firm Collateral in satisfaction of his Excess Holdback obligation. Any Partner seeking to satisfy all or any portion of the Excess Holdback utilizing Firm Collateral shall sign such documents and otherwise take such other action as is necessary or appropriate (in the good faith judgment of the General Partner) to perfect a first priority security interest in, and otherwise assure the ability of the Partnership to realize on (if required), such Firm Collateral; provided , that in the case of entities listed on Partnership’s books and records, in which Partners/members are permitted to pledge their interests therein to finance all or a portion of their capital contributions thereof (“ Pledgable Blackstone Interests ”), to the extent a first priority security interest is unavailable because of an existing lien on such Firm Collateral, the Partner or Withdrawn Partner seeking to utilize such Firm Collateral shall grant the Partnership a second priority security interest therein in the manner provided above; provided further , that (x) to the extent that neither a first priority nor a second priority security interest in Pledgable Blackstone Interests is available, or (y) if the General Partner otherwise determines in its good faith judgment that a security interest in Firm Collateral (and the corresponding documents and actions) are not necessary or appropriate, the Partner or Withdrawn Partner shall (in the case of either clause (x) or (y) above) irrevocably instruct in writing the relevant partnership, limited liability company or other entity listed on Exhibit A to remit any and all net proceeds resulting from a Firm Collateral Realization on such Firm Collateral to the Trustee(s) as more fully provided in clause (B) below. The Partnership shall, at the request of any Partner or Withdrawn Partner, assist such Partner or Withdrawn Partner in taking such action necessary to enable such Partner or Withdrawn Partner to use Firm Collateral as provided hereunder.

19