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

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or the Combined Limited Partner Consent (as such term is defined in the BPPI Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or the Combined Limited Partner Consent (as such term is defined in the BPPI Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI XXXX Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, XXXX shall be a third-party beneficiaries beneficiary of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) Section 9.4 of the BPPG Partnership Agreement and the BPPI XXXX Partnership Agreement, as applicable), ) and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) Section 9.4 of the BPPG Partnership Agreement and the BPPI XXXX Partnership Agreement, as applicable), shall be effective against such limited partners partner only with, as applicable, with the Consent (as such term is defined used in the BPPG XXXX Partnership Agreement) or the Combined Limited Partner Consent (as of such term is defined in the BPPI Partnership Agreement)limited partner. Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI SP VI Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, SP VI shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bsection 11.3 (b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or the Combined Limited Partner Consent (as such term is defined in the BPPI SP VI Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner Member (whether such PartnerMember’s heir, personal representative or otherwise), as distinct from such Partner Member itself, shall have any rights as, or in respect to, a Partner Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner Member or Withdrawn Partner Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such PartnerMember’s or Withdrawn PartnerMember’s interest in the PartnershipCompany, unless waived by the General PartnerManaging Member. The Partnership Company shall, if the General Partner determines, Managing Member determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners Members and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or the Combined Limited Partner Consent (as such term is defined in the BPPI Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BREP VII Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BREP VII shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BREP VII Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BREP VII Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or with the Combined Limited Partner Consent (as such term is defined used in the BPPI BREP VII Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

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

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI Agreements, as applicableOMP Partnership Agreement, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, OMP shall be a third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI OMP Partnership Agreement, as applicable), ) and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI OMP Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in with the BPPG Partnership Agreement) or the Combined Limited Partner Consent (as such term is defined used in the BPPI OMP Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

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

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI Agreements, as applicableAlban Gate Partnership Agreement, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, Alban Gate shall be a third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Alban Gate Partnership Agreement, as applicable), ) and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Alban Gate Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in with the BPPG Partnership Agreement) or the Combined Limited Partner Consent (as such term is defined used in the BPPI Alban Gate Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI SP DE Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, SP DE shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentenceAmount, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), a manner materially adverse to such limited partners shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in a manner consistent with the BPPG Partnership Agreement) or requirements of the Combined Limited Partner Consent (as such term is defined in the BPPI Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this applicable SP DE Agreement.

Successors and Assigns; Third Party Beneficiaries. (a) This Agreement and all of its terms shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns, including any trustee appointed in the Seller’s Bankruptcy Case (either under Chapter 11 or if convert to a case under Chapter 7). Notwithstanding Except as provided in this Section 11.6(a), this Agreement shall not be assigned by any party hereto without the foregoingprior written consent of the other party and any attempted assignment without the required consents will be void; provided, and subject however, that the Buyer shall be entitled to and designate, in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely terms and subject to the extent required limitations set forth in this Section 11.6, one or more Affiliates (so long as such assignment or transfer does not materially delay the grant of the FCC Consent and, provided further, that no such assignment or transfer shall operate to relieve a party of any of its Liabilities hereunder) to (i) purchase the Purchased Assets and/or (ii) assume the Assumed Liabilities, on and after the date hereof (any such Affiliate of the Buyer that shall be properly designated by the BPPG Agreements Buyer in accordance with this clause, a “Designated Buyer”). The designation shall be made by the Buyer by way of a written notice to be delivered to the Seller no later than the fifth (5th) day prior to the Closing Date, which written notice shall contain appropriate information about the Designated Buyer and shall indicate which Purchased Assets and Assumed Liabilities that the BPPI AgreementsBuyer intends such Designated Buyer(s) to purchase and/or assume, as applicable, (x) hereunder. Upon any such permitted assignment, the limited partner references in BPPG and this Agreement to the limited partners in BPPI, as applicable, shall be third-party beneficiaries of Seller or the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate Buyer will also apply to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of such assignee unless the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or the Combined Limited Partner Consent (as such term is defined in the BPPI Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreementcontext otherwise requires.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BCP IX Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BCP IX shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BCP IX Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BCP IX Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in with the BPPG Partnership Agreement) or the 66 2/3% Combined Limited Partner Consent (as such term is defined used in the BPPI BCP IX Partnership Agreement). Notwithstanding any other term ) unless such amendment does not adversely affect the LPs’ rights under paragraph 9.2.8 of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this BCP IX Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner Member (whether such PartnerMember’s heir, personal representative or otherwise), as distinct from such Partner Member itself, shall have any rights as, or in respect to, a Partner Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Partner Member or Withdrawn Partner Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such PartnerMember’s or Withdrawn PartnerMember’s interest in the PartnershipCompany, unless waived by the General PartnerManaging Member. The Partnership Company shall, if the General Partner determines, Managing Member determines in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners Members and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or the Combined Limited Partner Consent (as such term is defined in the BPPI Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BREDS III Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BREDS III shall be a third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BREDS III Partnership Agreement, as applicable), ) and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BREDS III Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or with the Combined Limited Partner Consent (as such term is defined used in the BPPI BREDS III Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a)6.3, inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIIIVI. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General PartnerPartner in accordance with applicable law. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards standard set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A5.8(d)(i) and Section 5.8(d)(ii)(A(iii) (and shall inure to the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) benefit of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable)limited partners or other investors in BREP International II, and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in or investors shall have the BPPG right to enforce the provisions thereof to the extent the Partnership Agreement) or the Combined Limited Partner Consent (as such term is defined in the BPPI Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is does not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreementotherwise do so.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Articles Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BREP Europe IV Agreements, as applicable, (x) each Limited Partner (as defined in the limited partner in BPPG and the limited partners in BPPI, as applicable, BREP Europe IV Partnership Agreement) of BREP Europe IV shall be a third-party beneficiaries beneficiary of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BREP Europe IV Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BREP Europe IV Partnership Agreement, as applicable), shall not be effective against such limited partners only with, as applicable, Consent (as such term is defined amended in a manner adverse to the BPPG Partnership Agreement) or Limited Partners of BREP Europe IV without the Combined Limited Partner Consent (as such term is defined used in the BPPI BREP Europe IV Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BXLS V Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BXLS V shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BXLS V Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b9.2.8(c) of the BPPG Partnership Agreement and the BPPI BXLS V Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in with the BPPG Partnership Agreement) or the 66 2/3% Combined Limited Partner Consent (as such term is defined used in the BPPI BXLS V Partnership Agreement). Notwithstanding any other term ) unless such amendment does not adversely affect such limited partners’ rights under paragraph 9.2.8 of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this BXLS V Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BTAS IV Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BTAS IV shall be a third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bSection 9.4(a) of the BPPG Partnership Agreement and the BPPI BTAS IV Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bSection 9.4(a) of the BPPG Partnership Agreement and the BPPI BTAS IV Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent with the consent of a Majority in Interest (as such term is defined used in the BPPG BTAS IV Partnership Agreement) or of the Combined Limited Partner Consent Partners (as such term is defined used in the BPPI BTAS IV Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner Member (whether such PartnerMember’s heir, personal representative or otherwise), as distinct from such Partner Member itself, shall have any rights as, or in respect to, a Partner Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner Member or Withdrawn Partner Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such PartnerMember’s or Withdrawn PartnerMember’s interest in the PartnershipCompany, unless waived by the General PartnerManaging Member. The Partnership Company shall, if the General Partner Managing Member determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners Members and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BCEP Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BCEP shall be a third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BCEP Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BCEP Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or the with a Combined Limited Partner Consent (as such term is defined used in the BPPI BCEP Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BCP Asia Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BCP Asia shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BCP Asia Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b9.2.8(c) of the BPPG Partnership Agreement and the BPPI BCP Asia Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in with the BPPG Partnership Agreement) or the 66 2/3% Combined Limited Partner Consent (as such term is defined in the BPPI BCP Asia Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI Agreements, as applicableLiberty Place Partnership Agreement, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, Liberty Place shall be a third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Liberty Place Partnership Agreement, as applicable), ) and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Liberty Place Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in with the BPPG Partnership Agreement) or the Combined Limited Partner Consent (as such term is defined used in the BPPI Liberty Place Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BREP Asia III Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BREP Asia III shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraph paragraphs 4.2.9(b) or 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement), as applicable, of the BREP Asia III Partnership Agreement), and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraph paragraphs 4.2.9(b) or 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement), as applicable, of the BREP Asia III Partnership Agreement), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or the with a Combined Limited Partner Consent (as such term is defined in the BPPI BREP Asia III Partnership Agreement). Notwithstanding any other term ) unless such amendment does not adversely affect such LPs’ rights under paragraph 9.2.8 of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this BREP Asia III Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner Member (whether such PartnerMember’s heir, personal representative or otherwise), as distinct from such Partner Member itself, shall have any rights as, or in respect to, a Partner Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Partner Member or Withdrawn Partner Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such PartnerMember’s or Withdrawn PartnerMember’s interest in the PartnershipCompany, unless waived by the General PartnerManaging Member. The Partnership Company shall, if the General Partner determines, Managing Member determines in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners Members and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BCRED Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and of the first sentence of clause (A) of Section 5.8(d)(ii)(A5.8(d)(ii) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG BCRED Partnership Agreement Agreement) shall inure to the benefit of the limited partners in BCRED (as third party beneficiaries), and the BPPI Partnership Agreementpersons required by the BCRED Agreements to be subject to such provisions shall be subject thereto in accordance with, as applicable)and subject to the limitations set forth in, the BCRED Agreements, and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and or of the first sentence of clause (A) of Section 5.8(d)(ii)(A5.8(d)(ii) (and or the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BCRED Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or the Combined with a Limited Partner Consent (as such term is defined used in the BPPI BCRED Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BREP X Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BREP X shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraph paragraphs 4.2.9(b) or 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement), as applicable, of the BREP X Partnership Agreement), and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraph paragraphs 4.2.9(b) or 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement), as applicable, of the BREP X Partnership Agreement), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or the with a Combined Limited Partner Consent (as such term is defined in the BPPI BREP X Partnership Agreement). Notwithstanding any other term ) unless such amendment does not adversely affect such limited partners’ rights under paragraph 9.2.8 of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this BREP X Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BTAS 2015 Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BTAS 2015 shall be a third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bSection 9.4(a) of the BPPG Partnership Agreement and the BPPI BTAS 2015 Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bSection 9.4(a) of the BPPG Partnership Agreement and the BPPI BTAS 2015 Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent with the consent of a Majority in Interest (as such term is defined used in the BPPG BTAS 2015 Partnership Agreement) or of the Combined Limited Partner Consent Partners (as such term is defined used in the BPPI BTAS 2015 Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIIIVII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BREP Europe VII Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BREP Europe VII shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bparagraphs 4.2.9(b) or 9.2.7(b), as applicable, of the BREP Europe VII Partnership Agreement)(and accordingly may enforce such rights subject to and in accordance with the Contracts (Rights of Third Parties) Act (As Revised) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicableCayman Islands), and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bparagraphs 4.2.9(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreementor 9.2.7(c), as applicable, of the BREP Europe VII Partnership Agreement), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or the with a Combined Limited Partner Consent (as such term is defined in the BPPI BREP Europe VII Partnership Agreement). Notwithstanding any other term ) unless such amendment does not adversely affect such limited partners’ rights under paragraph 9.2.7 of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this BREP Europe VII Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BEP III Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BEP III shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BEP III Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b9.2.8(c) of the BPPG Partnership Agreement and the BPPI BEP III Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in with the BPPG Partnership Agreement) or the 66 2/3% Combined Limited Partner Consent (as such term is defined used in the BPPI BEP III Partnership Agreement). Notwithstanding any other term ) unless such amendment does not adversely affect the LPs’ rights under paragraph 9.2.8 of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this BEP III Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BTAS 2016 Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BTAS 2016 shall be a third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bSection 9.4(a) of the BPPG Partnership Agreement and the BPPI BTAS 2016 Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bSection 9.4(a) of the BPPG Partnership Agreement and the BPPI BTAS 2016 Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent with the consent of a Majority in Interest (as such term is defined used in the BPPG BTAS 2016 Partnership Agreement) or of the Combined Limited Partner Consent Partners (as such term is defined used in the BPPI BTAS 2016 Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BXG Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BXG shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bSection 9.4(a) of the BPPG Partnership Agreement and the BPPI BXG Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bSection 9.4(a) of the BPPG Partnership Agreement and the BPPI BXG Partnership Agreement, as applicable), shall not be amended in a manner materially adverse to the limited partners without the 66 2/3% Combined Limited Partner Consent (as defined in the BXG Partnership Agreement) and shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in with the BPPG Partnership Agreement) or the 66 2/3% Combined Limited Partner Consent (as such term is defined in the BPPI Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this AgreementConsent.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIIIIX. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BTO IV Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BTO IV shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bSection 9.4(a) of the BPPG Partnership Agreement and the BPPI BTO IV Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bSection 9.4(a) of the BPPG Partnership Agreement and the BPPI BTO IV Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in with the BPPG Partnership Agreement) or the 66 2/3% Combined Limited Partner Consent (as such term is defined used in the BPPI BTO IV Partnership Agreement). Notwithstanding any other term ) unless such amendment does not adversely affect the limited partners’ rights under Section 9.4 of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this BTO IV Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner Member (whether such PartnerMember’s heir, personal representative or otherwise), as distinct from such Partner Member itself, shall have any rights as, or in respect to, a Partner Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner Member or Withdrawn Partner Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such PartnerMember’s or Withdrawn PartnerMember’s interest in the PartnershipCompany, unless waived by the General PartnerManaging Member. The Partnership Company shall, if the General Partner Managing Member determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners Members and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BCP VII Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BCP VII shall be a third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BCP VII Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BCP VII Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or with the Combined Limited Partner Consent (as such term is defined used in the BPPI BCP VII Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI SP RE VII Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, SP RE VII shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bSection 9.4(a) of the BPPG Partnership Agreement and the BPPI SP RE VII Partnership Agreement, as applicable), ) and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bSection 9.4(a) of the BPPG Partnership Agreement and the BPPI SP RE VII Partnership Agreement, as applicable), in a manner materially adverse to such limited partners shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in with the BPPG Partnership Agreement) or the 662⁄3% Combined Limited Partner Consent (as such term is defined used in the BPPI SP RE VII Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BTAS V Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BTAS V shall be a third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bSection 9.4(a) of the BPPG Partnership Agreement and the BPPI BTAS V Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bSection 9.4(a) of the BPPG Partnership Agreement and the BPPI BTAS V Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent with the consent of a Majority in Interest (as such term is defined used in the BPPG BTAS V Partnership Agreement) or of the Combined Limited Partner Consent Partners (as such term is defined used in the BPPI BTAS V Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BREDS IV Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BREDS IV shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraph paragraphs 4.2.9(b) or 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement), as applicable, of the BREDS IV Partnership Agreement), and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraph paragraphs 4.2.9(b) or 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement), as applicable, of the BREDS IV Partnership Agreement), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or the with a Combined Limited Partner Consent (as such term is defined in the BPPI BREDS IV Partnership Agreement). Notwithstanding any other term ) unless such amendment does not adversely affect such limited partners’ rights under paragraph 9.2.8 of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this BREDS IV Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BREDS II Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BREDS II shall be a third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BREDS II Partnership Agreement, as applicable), ) and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BREDS II Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or with the Combined Limited Partner Consent (as such term is defined used in the BPPI BREDS II Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a)6.3, inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIIIVI. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General PartnerPartner in accordance with applicable law. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards standard set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A5.8(d)(i) and Section 5.8(d)(ii)(A(iii) (and shall inure to the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) benefit of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable)limited partners or other investors in XXXX, and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in or investors shall have the BPPG right to enforce the provisions thereof to the extent the Partnership Agreement) or the Combined Limited Partner Consent (as such term is defined in the BPPI Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is does not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreementotherwise do so.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A5.8(d)(i) and Section 5.8(d)(ii)(A(iii) (and shall inure to the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) benefit of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable)limited partners or other investors in BREP Europe III, and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in or investors shall have the BPPG right to enforce the provisions thereof to the extent the Partnership Agreement) or the Combined Limited Partner Consent (as such term is defined in the BPPI Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is does not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreementotherwise do so.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI SP VIII Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, SP VIII shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bSection 9.4(a) of the BPPG Partnership Agreement and the BPPI SP VIII Partnership Agreement, as applicable), ) and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bSection 9.4(a) of the BPPG Partnership Agreement and the BPPI SP VIII Partnership Agreement, as applicable), in a manner materially adverse to such limited partners shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in with the BPPG Partnership Agreement) or the 662⁄3% Combined Limited Partner Consent (as such term is defined used in the BPPI SP VIII Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI SP NC Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, SP NC shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bsection 11.3 (b) of the BPPG SP NC Partnership Agreement and the BPPI Partnership Agreement, as applicableAgreements), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or the Combined Limited Partner Consent (as such term is defined in the BPPI Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BREP IX Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BREP IX shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraph paragraphs 4.2.9(b) or 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement), as applicable, of the BREP IX Partnership Agreement), and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraph paragraphs 4.2.9(b) or 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement), as applicable, of the BREP IX Partnership Agreement), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or the with a Combined Limited Partner Consent (as such term is defined in the BPPI BREP IX Partnership Agreement). Notwithstanding any other term ) unless such amendment does not adversely affect such limited partners’ rights under paragraph 9.2.8 of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this BREP IX Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BCEP II Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BCEP II shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BCEP II Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BCEP II Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in with the BPPG Partnership Agreement) or the 66 2/3% Combined Limited Partner Consent (as such term is defined used in the BPPI BCEP II Partnership Agreement). Notwithstanding any other term ) unless such amendment does not adversely affect the LPs’ rights under paragraph 9.2.8 of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this BCEP II Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BCP VIII Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BCP VIII shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BCP VIII Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b9.2.8(c) of the BPPG Partnership Agreement and the BPPI BCP VIII Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in with the BPPG Partnership Agreement) or the 66 2/3% Combined Limited Partner Consent (as such term is defined used in the BPPI BCP VIII Partnership Agreement). Notwithstanding any other term ) unless such amendment does not adversely affect the LPs’ rights under paragraph 9.2.8 of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this BCP VIII Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner Member (whether such PartnerMember’s heir, personal representative or otherwise), as distinct from such Partner Member itself, shall have any rights as, or in respect to, a Partner Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Partner Member or Withdrawn Partner Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such PartnerMember’s or Withdrawn PartnerMember’s interest in the PartnershipCompany, unless waived by the General PartnerManaging Member. The Partnership Company shall, if the General Partner determines, Managing Member determines in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners Members and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BEP Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BEP shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A)(and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BEP Partnership Agreement), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BEP Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), shall be effective against such limited partners made only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or the with a 66 2/3% Combined Limited Partner Consent (as such term is defined used in the BPPI BEP Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a)6.3, inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner Member (whether such PartnerMember’s heir, personal representative or otherwise), as distinct from such Partner Member itself, shall have any rights as, or in respect to, a Partner Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIIIVI. Any Partner Member or Withdrawn Partner Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such PartnerMember’s or Withdrawn PartnerMember’s interest in the PartnershipCompany, unless waived by the General PartnerManaging Member. The Partnership Company shall, if the General Partner Managing Member determines, in its good faith judgment, based on the standards standard set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A5.7(e)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on in any person other than the Partners Members and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A5.7(d)(i) and Section 5.8(d)(ii)(A(iii) (and shall inure to the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) benefit of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable)limited partners or other investors in BMEZP, and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in or investors shall have the BPPG Partnership Agreement) or right to enforce the Combined Limited Partner Consent (as such term is defined in provisions thereof to the BPPI Partnership Agreement). Notwithstanding any other term of this Agreement, extent the consent of any person who is Company does not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreementotherwise do so.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI Agreements, as applicable000 Xxx Xxxxx Xxxxxx Partnership Agreement, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, 000 Xxx Xxxxx Xxxxxx shall be a third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI 000 Xxx Xxxxx Xxxxxx Partnership Agreement, as applicable), ) and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or the Combined Limited Partner Consent (as such term is defined in the BPPI Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BREP VIII Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BREP VIII shall be a third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BREP VIII Partnership Agreement, as applicable), ) and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BREP VIII Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or with the Combined Limited Partner Consent (as such term is defined used in the BPPI BREP VIII Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI SP XX XX Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, SP VIII shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bSection 9.4(a) of the BPPG Partnership Agreement and the BPPI SP XX XX Partnership Agreement, as applicable), ) and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bSection 9.4(a) of the BPPG Partnership Agreement and the BPPI SP XX XX Partnership Agreement, as applicable), in a manner materially adverse to such limited partners shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in with the BPPG Partnership Agreement) or the 662⁄3% Combined Limited Partner Consent (as such term is defined used in the BPPI SP XX XX Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI SP VII Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, SP VII shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bsection 11.3 (b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or the Combined Limited Partner Consent (as such term is defined in the BPPI SP VII Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any 77 rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BREP VII Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BREP VII shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BREP VII Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BREP VII Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or with the Combined Limited Partner Consent (as such term is defined used in the BPPI BREP VII Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI Agreements, as applicableXxxxx Partnership Agreement, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, Xxxxx shall be a third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Xxxxx Partnership Agreement, as applicable), ) and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Xxxxx Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in with the BPPG Partnership Agreement) or the Combined Limited Partner Consent (as such term is defined used in the BPPI Xxxxx Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BSSF Europe Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BSSF Europe shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b9.2.7(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicableBSSF Europe Agreements), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b9.2.7(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicableBSSF Europe Agreements), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or with the Combined Limited Partner Consent (as such term is defined used in the BPPI Partnership AgreementBSSF Europe Agreements). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BCP Asia II Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BCP Asia II shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BCP Asia II Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b9.2.8(c) of the BPPG Partnership Agreement and the BPPI BCP Asia II Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in with the BPPG Partnership Agreement) or the 66 2/3% Combined Limited Partner Consent (as such term is defined used in the BPPI BCP Asia II Partnership Agreement). Notwithstanding any other term ) unless such amendment does not adversely affect the LPs’ rights under paragraph 9.2.8 of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this BCP Asia II Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BREP Europe V Partnership Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BREP Europe V shall be a third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b9.2.7(b) of the BPPG Partnership Agreement and the BPPI BREP Europe V Partnership Agreement, as applicable), ) and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in in paragraph 9.2.8(b9.2.7(b) of the BPPG Partnership Agreement and the BPPI BREP Europe V Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or the with a Combined Limited Partner Consent (as such term is defined used in the BPPI BREP Europe V Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI Clarus IV Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, Clarus IV shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable)Amount, and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable)Amount, shall be effective against such limited partners only with, as applicable, Consent with the consent of a majority-in-interest of the Clarus Investors (as such term is defined in the BPPG Clarus IV Partnership AgreementAgreements) or unless such amendment does not adversely affect such limited partners’ rights under paragraph 10.5.3 of the Combined Limited Partner Consent (as such term is defined in the BPPI Clarus IV Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this AgreementAgreements.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner Member (whether such PartnerMember’s heir, personal representative or otherwise), as distinct from such Partner Member itself, shall have any rights as, or in respect to, a Partner Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner Member or Withdrawn Partner Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such PartnerMember’s or Withdrawn PartnerMember’s interest in the PartnershipCompany, unless waived by the General PartnerManaging Member. The Partnership Company shall, if the General Partner Managing Member determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners Members and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BEP II Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BEP II shall be a third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BEP II Partnership Agreement, as applicable), ) and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BEP II Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or with the Combined Limited Partner Consent (as such term is defined used in the BPPI BEP II Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BREP Asia Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, BREP Asia shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraph paragraphs 4.2.9(b) or 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement), as applicable, of the BREP Asia Partnership Agreement), and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bparagraphs 4.2.9(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreementor 9.2.8(c), as applicable, of the BREP Asia Partnership Agreement), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or the with a Combined Limited Partner Consent (as such term is defined in the BPPI BREP Asia Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Articles Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), ) to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI BREP Asia Agreements, as applicable, (x) each Limited Partner (as defined in the limited partner in BPPG and the limited partners in BPPI, as applicable, BREP Asia Partnership Agreement) of BREP Asia shall be a third-party beneficiaries beneficiary of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BREP Asia Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI BREP Asia Partnership Agreement, as applicable), shall not be effective against such limited partners only with, as applicable, Consent (as such term is defined amended in a manner adverse to the BPPG Partnership Agreement) or Limited Partners of BREP Asia without the Combined Limited Partner Consent (as such term is defined used in the BPPI BREP Asia Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI SP RE VI Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, SP RE VI shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bsection 11.3 (b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI Partnership Agreement, as applicable), shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in the BPPG Partnership Agreement) or the Combined Limited Partner Consent (as such term is defined in the BPPI SP RE VI Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI MB Asia Agreements, as applicable, (x) each Limited Partner (as defined in the limited partner in BPPG and the limited partners in BPPI, as applicable, MB Asia Agreements) of MB Asia shall be a third-party beneficiaries beneficiary of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI MB Asia Partnership Agreement, as applicable), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BPPG Partnership Agreement and the BPPI MB Asia Partnership Agreement, as applicable), shall not be effective against such limited partners only with, as applicable, Consent (as such term is defined amended in a manner adverse to the BPPG Partnership Agreement) or Limited Partners of MB Asia without the Combined Limited Partner Consent (as such term is defined used in the BPPI MB Asia Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Partner (whether such Partner’s heir, personal representative or otherwise), as distinct from such Partner itself, shall have any rights as, or in respect to, a Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Partner or Withdrawn Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Partner’s or Withdrawn Partner’s interest in the Partnership, unless waived by the General Partner. The Partnership shall, if the General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BPPG Agreements and the BPPI SP Infrastructure III Agreements, as applicable, (x) the limited partner in BPPG and the limited partners in BPPI, as applicable, SP Infrastructure III shall be third-party beneficiaries of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bSection 9.4(a) of the BPPG Partnership Agreement and the BPPI SP Infrastructure III Partnership Agreement, as applicable), ) and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(bSection 9.4(a) of the BPPG Partnership Agreement and the BPPI SP Infrastructure III Partnership Agreement, as applicable), in a manner materially adverse to such limited partners shall be effective against such limited partners only with, as applicable, Consent (as such term is defined in with the BPPG Partnership Agreement) or the 662⁄3% Combined Limited Partner Consent (as such term is defined used in the BPPI SP Infrastructure III Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.