Common use of Performance Participation Allocation Clause in Contracts

Performance Participation Allocation. The General Partner shall be entitled to a distribution (the “Performance Participation Allocation”) from BXINFRA (directly or indirectly through an Intermediate Entity), (i) with respect to the first Reference Period, promptly following the end of the year (which shall accrue on a monthly basis) and (ii) with respect to all subsequent Reference Periods, upon the end of each quarter thereafter and at the other times described below (which shall accrue on a monthly basis) in an amount equal to: (i) First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the General Partner equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the General Partner pursuant to this clause; and (ii) Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits. Any amount by which Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount will not be carried forward to subsequent periods. The General Partner will also be allocated a Performance Participation Allocation with respect to all Units that are redeemed in connection with repurchases of Units in an amount calculated as described above with the relevant period being the portion of the Reference Period (as defined below) for which such Unit was outstanding, and proceeds for any such Unit repurchase will be reduced by the amount of any such Performance Participation Allocation. The General Partner may elect to receive the Performance Participation Allocation in cash, Units of the Partnership or any Parallel Fund and/or shares, units or interests (as applicable) of Intermediate Entities (“Unit Allocation”). Such Units may be repurchased at the General Partner’s request and will be subject to the volume limitations of the Partnership’s Unit repurchase program as described in the Memorandum (as amended from time to time, the “Unit Repurchase Program”) but not the early repurchase deduction of the Unit Repurchase Program. Each of the Partnership, Feeder Funds and Parallel Funds will be obligated to pay (without duplication) its proportional share of the Performance Participation Allocation based on its proportional interest in the Aggregator. After the first Reference Period following the Initial Closing Date, promptly following the end of each calendar quarter that is not also the end of a Reference Period, the General Partner will be entitled to a Performance Participation Allocation as described above calculated in respect of the portion of the year to date, less any Performance Participation Allocation received with respect to prior quarters in that year (the “Quarterly Allocation”). The Performance Participation Allocation that the General Partner is entitled to receive at the end of each Reference Period will be reduced by the cumulative amount of Quarterly Allocations that year. If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same Reference Period the General Partner is entitled to less than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Participation Allocations in that Reference Period will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall remains at the end of a Reference Period following the application described in the previous sentence, distributions of any Quarterly Allocations and year-end Performance Participation Allocations in the subsequent four Reference Periods will be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the Reference Period following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the General Partner (or its affiliate) will use the proceeds of any repurchases of its Unit Allocation (excluding Units that have been subsequently distributed to personnel of the General Partner or its affiliates) made after a Quarterly Shortfall Obligation arose to make cash payments to reduce the Quarterly Shortfall and may otherwise make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided further, that if any Quarterly Shortfall Obligation remains following such subsequent four Reference Periods, then the General Partner (or its affiliate) will promptly pay the Partnership the remaining Quarterly Shortfall Obligation in cash. The measurement of the change in Net Asset Value per Unit for the purpose of calculating the Total Return is subject to adjustment by the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets. Except as noted above with respect to Quarterly Allocations, the General Partner will not be obligated to return any portion of the Performance Participation Allocation paid due to the subsequent performance of the Partnership.

Performance Participation Allocation. (a) The General Partner Recipient shall be entitled to a distribution performance allocation (the “Performance Participation Allocation”) from BXINFRA the Partnership (directly or indirectly through an Intermediate Entity), (i) with respect to the first each Reference Period, promptly following the end of the year (which shall accrue on a monthly basis) and (ii) with respect to all subsequent Reference Periods, upon the end thereof (or, if earlier, the date of each quarter thereafter the Partnership’s dissolution) and at the other times described below (which shall accrue on a monthly basis) in an amount equal to: (i) First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the General Partner Recipient equals 12.515% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the General Partner Recipient pursuant to this clause; and (ii) Second, to the extent there are remaining Excess Profits, 12.515% of such remaining Excess Profits. Any Except as expressly provided for herein, any amount by which Total Return falls below the Hurdle Amount and that does not constitute a Loss Carryforward Amount will not be carried forward to subsequent periods. . (b) The General Partner Recipient will also be allocated a Performance Participation Allocation with respect to all Units that are redeemed in connection with repurchases or withdrawals of Units in an amount calculated as described above with the relevant period being the portion of the Reference Period (as defined below) for which such Unit was outstanding, Units were outstanding and proceeds for any such Unit repurchase will be reduced by the amount of any such Performance Participation Allocation. . (c) The General Partner Recipient may elect to receive the Performance Participation Allocation in cash, Units of the Partnership or any Parallel Fund and/or shares, units or interests (as applicable) of Intermediate Entities (“Unit Allocation”)in Lower Entities. Such Units and/or interests in Lower Entities may be repurchased by the Partnership at Net Asset Value at the General PartnerRecipient’s request election (including by distributing in kind to the Recipient an interest in one or more Corporations) and will not be subject to the volume limitations of the Partnership’s Unit repurchase program as described in the Memorandum (as amended from time to time, the “Unit Repurchase Program”) but not or the early repurchase deduction of the Unit Repurchase Program. Each of the Partnership, Feeder Funds and Parallel Funds will be obligated to pay . (without duplicationd) its proportional share of the Performance Participation Allocation based on its proportional interest in the Aggregator. After the first Reference Period following the Initial Closing Date, promptly following the end of each calendar quarter that is not also the end of a Reference Period, the General Partner will be entitled to a Performance Participation Allocation as described above calculated in respect of the portion of the year to date, less any Performance Participation Allocation received with respect to prior quarters in that year (the “Quarterly Allocation”). The Performance Participation Allocation that the General Partner is entitled to receive at the end of each Reference Period will be reduced by the cumulative amount of Quarterly Allocations that year. If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same Reference Period the General Partner is entitled to less than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Participation Allocations in that Reference Period will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall remains at the end of a Reference Period following the application described in the previous sentence, distributions of any Quarterly Allocations and year-end Performance Participation Allocations in the subsequent four Reference Periods will be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the Reference Period following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the General Partner (or its affiliate) will use the proceeds of any repurchases of its Unit Allocation (excluding Units that have been subsequently distributed to personnel of the General Partner or its affiliates) made after a Quarterly Shortfall Obligation arose to make cash payments to reduce the Quarterly Shortfall and may otherwise make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided further, that if any Quarterly Shortfall Obligation remains following such subsequent four Reference Periods, then the General Partner (or its affiliate) will promptly pay the Partnership the remaining Quarterly Shortfall Obligation in cash. The measurement of the change in Net Asset Value per Unit for the purpose of calculating the Total Return Performance Participation Allocation (and the underlying calculations) is subject to adjustment by the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets. Except as noted above For the avoidance of doubt and notwithstanding anything to the contrary herein, the Performance Participation Allocation shall be calculated separately with respect to Quarterly Allocations, each class of Units taking into account only the Units in the relevant class (and all references in this Agreement to the Performance Participation Allocation and the terms used for purposes of calculating the Performance Participation Allocation shall be interpreted accordingly). The General Partner shall be permitted to make adjustments to distributions, allocations, Net Asset Value of the relevant class of Units or number of Units held by Unitholders in a particular class, and other fundings, payments or calculations in order to give effect to the foregoing. The General Partner shall be permitted to issue Units of additional classes subject to different Performance Participation Allocation terms. (e) The Recipient will not be obligated to return any portion of the Performance Participation Allocation paid due to the subsequent performance of the Partnership. (f) In the event that the Recipient otherwise would receive a distribution hereunder pursuant to Article III or otherwise (other than in connection with the winding up and liquidation of the Partnership) in excess of its U.S. federal income tax basis in its interest in the Partnership, the amount of such distribution shall not be distributed to the Recipient until such time, if any, as such distribution would not be in excess of the Recipient’s tax basis in its interest in the Partnership. Any amount not distributed to the Recipient pursuant to the preceding sentence may be loaned to the Recipient. If any amount is loaned to the Recipient pursuant to this paragraph, (i) any amount thereafter distributed to the Recipient pursuant to Article III or otherwise shall be applied to repay the principal amount of such loan(s) to the Recipient and (ii) interest, if any, received by the Partnership on such loan(s) to the Recipient shall be distributed to the Recipient. Any loans to the Recipient pursuant to this paragraph shall be repaid to the Partnership prior to the completion of the winding-up of the Partnership.

Performance Participation Allocation. (a) The General Partner or any other entity so designated by the General Partner (the “Recipient”) shall be entitled to a an allocation or distribution (the “Performance Participation Allocation”) from BXINFRA SP+ INFRA (directly or indirectly through an Intermediate Entity), (i) with respect to the first Reference Period, promptly following the end of the year (which shall accrue on a monthly basis) and (ii) with respect to all subsequent Reference Periods, upon the end of each quarter thereafter and at the other times described below (which shall accrue on a monthly basis) in an amount equal to: (i) First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the General Partner Recipient equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the General Partner Recipient pursuant to this clause; and (ii) Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits. For the avoidance of doubt and notwithstanding anything to the contrary herein, (I) the Performance Participation Allocation shall be calculated separately with respect to each class of Units taking into account only the Units in the relevant class (and all references in this Agreement to the Performance Participation Allocation and the terms used for purposes of calculating the Performance Participation Allocation shall be interpreted accordingly), and (II) the Recipient shall not be entitled to the Performance Participation Allocation with respect to the Class X Units or any other class of Units that is not subject to the Performance Participation Allocation. The General Partner shall be permitted to make adjustments to distributions, allocations and other fundings, payments or calculations in order to give effect to the foregoing. (b) Any amount by which the Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount will not be carried forward to subsequent periods. . (c) The General Partner Recipient will also be allocated a Performance Participation Allocation with respect to all Units that are redeemed in connection with repurchases of Units in an amount calculated as described above with the relevant period being the portion of the Reference Period (as defined below) for which such Unit was outstanding, and proceeds for any such Unit repurchase will be reduced by the amount of any such Performance Participation Allocation. . (d) The General Partner Recipient may elect to receive the Performance Participation Allocation in cash, Units of the Partnership or any Parallel Fund and/or shares, units or interests (as applicable) of Intermediate Entities (“Unit Allocation”). Such Units may be repurchased at the General PartnerRecipient’s request and will be subject to the volume limitations of the Partnership’s Unit repurchase program as described in the Memorandum (as amended from time to time, the “Unit Repurchase Program”) but not the early repurchase deduction of the Unit Repurchase Program. Each of the Partnership, Feeder Funds and Parallel Funds will be obligated to pay (without duplication) its proportional share of the Performance Participation Allocation based on its proportional interest in the AggregatorMaster Aggregator or other Intermediate Entity(ies). In addition, in order to facilitate payment of the Performance Participation Allocation in accordance with this Section 3.3 and to give effect to the foregoing provisions, each of the Partnership and any Intermediate Entity may, in the sole discretion of the General Partner, withhold amounts that are otherwise distributable at the level of the Partnership or such Intermediate Entity in order to pay the Performance Participation Allocation in any present or future period. (e) After the first Reference Period following the Initial Closing Date, promptly following the end of each calendar quarter that is not also the end of a Reference Period, the General Partner Recipient will be entitled to a Performance Participation Allocation as described above calculated in respect of the portion of the year to date, less any Performance Participation Allocation received with respect to prior quarters in that year (the “Quarterly Allocation”). The Performance Participation Allocation that the General Partner Recipient is entitled to receive at the end of each Reference Period will be reduced by the cumulative amount of Quarterly Allocations that year. . (f) If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same Reference Period calendar year, the General Partner Recipient is entitled to less than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Participation Allocations in that Reference Period will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall remains at the end of a Reference Period following the application described in the previous sentence, distributions of any Quarterly Allocations and year-end Performance Participation Allocations in the subsequent four Reference Periods will be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the Reference Period following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the General Partner Recipient (or its affiliateAffiliate) will use the proceeds of any repurchases of its Unit Allocation (excluding Units that have been subsequently distributed to personnel of the General Partner Recipient or its affiliatesAffiliates) made after a Quarterly Shortfall Obligation arose to make cash payments to reduce the Quarterly Shortfall and may otherwise make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided further, that if any Quarterly Shortfall Obligation remains following such subsequent four Reference Periods, then the General Partner Recipient (or its affiliateAffiliate) will promptly pay the Partnership the remaining Quarterly Shortfall Obligation in cash. . (g) The measurement of the change in Net Asset Value per Unit for the purpose of calculating the Total Return is subject to adjustment by the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets. . (h) Except as noted above with respect to Quarterly Allocations, the General Partner Recipient will not be obligated to return any portion of the Performance Participation Allocation paid due to the subsequent performance of the Partnership.

Performance Participation Allocation. The General Partner or an Affiliate thereof (the “Recipient”) shall be entitled to a distribution an allocation (the “Performance Participation Allocation”) from BXINFRA VistaOne (directly or indirectly through an Intermediate Entity), (iEntity or Lower Fund) with respect to the first Reference Period, promptly following the end of the year (which shall accrue on a monthly basis) and (ii) with respect to all subsequent Reference Periods, upon the end of each quarter thereafter and at the other times described below year (which shall accrue on a monthly basis) in an amount equal to: (i) First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the General Partner equals 12.515% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the General Partner Recipient pursuant to this clause; and (ii) Second, to the extent there are remaining Excess Profits, 12.515% of such remaining Excess Profits. Any amount by which Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount will not be carried forward to subsequent periods. The General Partner will also be allocated a Performance Participation Allocation with respect to all Investor Units that are redeemed in connection with repurchases of Investor Units in an amount calculated as described above with the relevant period being the portion of the Reference Period (as defined below) for which such Investor Unit was outstanding, and proceeds for any such Investor Unit repurchase will be reduced by the amount of any such Performance Participation Allocation. The General Partner may elect to receive the Performance Participation Allocation in cash, Units of the Partnership or any Parallel Fund and/or shares, units or interests (as applicable) of Intermediate Entities any Lower Funds (“Unit Allocation”). Such Units may be repurchased at the General Partner’s request and will not be subject to the volume limitations of the Partnership’s Unit repurchase program as described in the Memorandum (as amended from time to time, the “Unit Repurchase Program”) but not the early repurchase deduction of the Unit Repurchase Program). Each of the Partnership, Feeder Funds and Parallel Funds will be obligated to pay (without duplication) its proportional share of the Performance Participation Allocation based on its proportional interest in the Aggregator. After the first Reference Period following the Initial Closing Date, promptly following the end of each calendar quarter that is not also the end of a Reference Period, the General Partner will be entitled to a Performance Participation Allocation as described above calculated in respect of the portion of the year to date, less any Performance Participation Allocation received with respect to prior quarters in that year (the “Quarterly Allocation”). The Performance Participation Allocation that the General Partner is entitled to receive at the end of each Reference Period will be reduced by the cumulative amount of Quarterly Allocations that year. If a Quarterly Allocation is made Intermediate Entities and at the end of a subsequent calendar quarter in the same Reference Period the General Partner is entitled to less than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Participation Allocations in that Reference Period will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall remains at the end of a Reference Period following the application described in the previous sentence, distributions of any Quarterly Allocations and year-end Performance Participation Allocations in the subsequent four Reference Periods will be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the Reference Period following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the General Partner (or its affiliate) will use the proceeds of any repurchases of its Unit Allocation (excluding Units that have been subsequently distributed to personnel of the General Partner or its affiliates) made after a Quarterly Shortfall Obligation arose to make cash payments to reduce the Quarterly Shortfall and may otherwise make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided further, that if any Quarterly Shortfall Obligation remains following such subsequent four Reference Periods, then the General Partner (or its affiliate) will promptly pay the Partnership the remaining Quarterly Shortfall Obligation in cashLower Funds. The measurement of the change in Net Asset Value net asset value per Investor Unit for the purpose of calculating the Total Return is subject to adjustment by the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets. Except as noted above with respect to Quarterly Allocations, the The General Partner will not be obligated to return any portion of the Performance Participation Allocation paid due to the subsequent performance of the Partnership.

Performance Participation Allocation. (a) The General Partner shall be entitled to a an allocation or distribution (the “Performance Participation Allocation”) from BXINFRA SME Opps (directly or indirectly through an Intermediate Entity), (i) with respect to the first initial Reference Period, promptly following the end of the year Fiscal Year (which shall accrue on a monthly basis) and (ii) with respect to all subsequent Reference Periods, upon the end of each quarter thereafter and at the other times described below (which shall accrue on a monthly basis) in an amount equal to: (i) First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the General Partner equals 12.5% the product of (A) the Applicable Rate and (B) the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the General Partner pursuant to this clause; and (ii) Second, to the extent there are remaining Excess Profits, 12.5% the product of (A) the Applicable Rate and (B) such remaining Excess Profits. For the avoidance of doubt and notwithstanding anything to the contrary herein, (I) the Performance Participation Allocation shall be calculated separately with respect to each class of Units taking into account only the Units in the relevant class (and all references in this Agreement to the Performance Participation Allocation and the terms used for purposes of calculating the Performance Participation Allocation shall be interpreted accordingly), and (II) the General Partner shall not be entitled to the Performance Participation Allocation with respect to the Class E Units. The General Partner shall be permitted to make adjustments to distributions, allocations and other fundings, payments or calculations in order to give effect to the foregoing. (b) Any amount by which the Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount will not be carried forward to subsequent periods. . (c) The General Partner will also be allocated a Performance Participation Allocation with respect to all Units in a class that are redeemed in connection with repurchases redemptions of Units in an amount calculated as described above with the relevant period being the portion of the Reference Period (as defined below) for which such Unit was outstanding, and proceeds for any such Unit repurchase redemption will be reduced by the amount of any such Performance Participation Allocation. . (d) The General Partner may elect to receive the Performance Participation Allocation in cash, rights to distributions of cash in the future, Units of the Partnership or any Parallel Fund and/or shares, units or interests (as applicable) of Intermediate Entities (“Unit Allocation”)) and the General Partner may interpret, apply or amend any definitions or provisions of this Agreement in order to achieve such result. Such Units may be repurchased redeemed at the General Partner’s request and will not be subject to the volume limitations of the Partnership’s Unit repurchase redemption program as described set forth in the Memorandum Appendix B (as amended from time to time, the “Unit Repurchase Redemption Program”) but not or the early repurchase redemption deduction of the Unit Repurchase Redemption Program. Each of the Partnership, Feeder Funds and Parallel Funds will be obligated to pay (without duplication) its proportional share of the Performance Participation Allocation based on its proportional interest in the Aggregator. After the first Reference Period following the Initial Closing DateLower Entities. (e) Following January 1, 2026, promptly following the end of each calendar quarter that is not also the end of a Reference Period, the General Partner will be entitled to a Performance Participation Allocation as described above calculated in respect of the portion of the year to date, less any Performance Participation Allocation received with respect to prior quarters in that year (the “Quarterly Allocation”). The Performance Participation Allocation that the General Partner is entitled to receive at the end of each Reference Period will be reduced by the cumulative amount of Quarterly Allocations that year. The General Partner will not be obligated to return any previously paid Quarterly Allocation amounts, even if such amounts exceed the Performance Participation Allocation amount owed to the General Partner at the end of the Reference Period. (f) If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same Reference Period the General Partner is entitled to less than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Participation Allocations in that Reference Period will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall remains at the end of a Reference Period following the application described in the previous sentence, distributions of any Quarterly Allocations and year-end Performance Participation Allocations in the subsequent four Reference Periods will be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the Reference Period following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the General Partner (or its affiliateAffiliate) will use the proceeds of any repurchases redemptions of its Unit Allocation (excluding Units that have been subsequently distributed to personnel of the General Partner or its affiliatesAffiliates) made after a Quarterly Shortfall Obligation arose to make cash payments to reduce the Quarterly Shortfall and may otherwise make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided further, that if any Quarterly Shortfall Obligation remains following such subsequent four Reference Periods, then the General Partner (or its affiliateAffiliate) will promptly pay the Partnership the remaining Quarterly Shortfall Obligation (net of taxes, calculated using the Assumed Income Tax Rate, paid on the Quarterly Shortfall) in cash. . (g) The measurement of the change in Net Asset Value per Unit for the purpose of calculating the Total Return is subject to adjustment by the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets. . (h) Except as noted above with respect to Quarterly Allocations, the General Partner will not be obligated to return any portion of the Performance Participation Allocation paid due to the subsequent performance of the Partnership. (i) The General Partner may, in its sole discretion, waive, reduce and/or calculate differently any Performance Participation Allocation with respect to any class (and any Unitholders within a class); provided, that the General Partner will not apply the foregoing with respect to a class or Unitholder in a manner adverse to such class or Unitholder without such class or Unitholder’s consent.

Performance Participation Allocation. (a) The General Special Limited Partner or an Affiliate thereof shall be allocated the Partnership’s share of any Performance Participation Allocation with respect to each Upper Fund Shareholder as provided in Section (b) of this Section 5.08. (b) So long as the Upper Main Fund AIFM Agreement has not been terminated, the Special Limited Partner shall be entitled to a distribution (the “Performance Participation Allocation”) from BXINFRA (directly or indirectly through an Intermediate Entity), . Such distribution (i) with respect to for the first time, will be measured for the Initial Reference Period, promptly following the end of the year (which shall be payable on June 30, 2022 and accrue on a monthly basis) monthly, and (ii) with respect to all subsequent Reference Periodsthereafter, upon the end of each quarter thereafter and at the other times described below (which shall accrue will be measured on a calendar year basis (ending on December 31), be payable quarterly and accrue monthly basis) (subject to pro-rating for partial periods, including the period from July 1, 2022 to December 31, 2022), in an amount equal to: (i) First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the General Special Limited Partner equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the General Special Limited Partner pursuant to this clause; and (ii) Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits. Any amount by which Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount will not be carried forward to subsequent periods. The General Partner will also be allocated a If there are any Alternative Vehicles, the Performance Participation Allocation with Allocation, Total Return, Hurdle Amount and Loss Carryforward Amount will be measured using the Partnership and such Alternative Vehicles measured on a combined basis. With respect to all Partnership Units that are redeemed in connection with repurchases at the end of Units any month pursuant to Section 5.03, the Special Limited Partner shall be entitled to such Performance Participation Allocation in an amount calculated as described above with the relevant period being the portion of the Reference Period (as defined below) for which such Unit was outstanding, and proceeds for any such Unit repurchase will be reduced by the amount of any such Performance Participation Allocation. The General Partner may elect to receive the Performance Participation Allocation in cash, Units of the Partnership or any Parallel Fund and/or shares, units or interests (as applicable) of Intermediate Entities (“Unit Allocation”). Such Units may be repurchased at the General Partner’s request and will be subject to the volume limitations of the Partnership’s Unit repurchase program as described in the Memorandum (as amended from time to time, the “Unit Repurchase Program”) but not the early repurchase deduction of the Unit Repurchase Program. Each of the Partnership, Feeder Funds and Parallel Funds will be obligated to pay (without duplication) its proportional share of the Performance Participation Allocation based on its proportional interest in the Aggregator. After the first Reference Period following the Initial Closing Date, promptly following the end of each calendar quarter that is not also the end of a Reference Period, the General Partner will be entitled to a Performance Participation Allocation as described above calculated in respect of the portion of the year to date, less any Performance Participation Allocation received with respect to prior quarters in that year (the “Quarterly Allocation”). The Performance Participation Allocation that the General Partner is entitled to receive at the end of each Reference Period for which such Partnership Units were outstanding, and proceeds for any such Partnership Unit redemption will be reduced by the cumulative amount of Quarterly Allocations that yearany such Performance Allocation. Distributions on the Performance Participation Allocation may be payable in cash, shares or units of an Upper Fund or Partnership Units at the election of the Special Limited Partner. If a Quarterly the Special Limited Partner elects to receive such distributions in Partnership Units, the Special Limited Partner will receive the number of Partnership Units that results from dividing the Performance Participation Allocation is made and by the Net Asset Value Per Unit at the end time of a subsequent calendar quarter in the same Reference Period the General Partner is entitled to less than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Participation Allocations in that Reference Period will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remainsdistribution. If all or the Special Limited Partner elects to receive such distributions in Partnership Units, the Special Limited Partner may request the Partnership to redeem such Partnership Units from the Special Limited Partner at any portion time thereafter pursuant to Section 5.03, subject to the limitations on redemptions of a Quarterly Shortfall remains at the end of a Reference Period following the application Upper Main Fund Units as described in the previous sentenceProspectus, distributions of any Quarterly Allocations and year-end Performance Participation Allocations in the subsequent four Reference Periods will be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the Reference Period following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the General Partner (or its affiliate) will use the proceeds of any repurchases of its Unit Allocation (excluding Units that have been subsequently distributed to personnel of the General Partner or its affiliates) made after a Quarterly Shortfall Obligation arose to make cash payments to reduce the Quarterly Shortfall and may otherwise make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided further, that if any Quarterly Shortfall Obligation remains following such subsequent four Reference Periods, then the General Partner (or its affiliate) will promptly pay the Partnership the remaining Quarterly Shortfall Obligation in cash. The measurement of the change in Net Asset Value per Unit for the purpose of calculating the Total Return is subject to adjustment by the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets. Except as noted above below with respect to a Quarterly AllocationsShortfall (as defined below), the General Special Limited Partner will not be obligated to return any portion of the Performance Participation Allocation paid due to the subsequent performance of the Partnership. For each Reference Period after the Initial Reference Period, promptly following the end of each calendar quarter that is not also the end of a calendar year, the Special Limited Partner will be entitled to a Performance Participation Allocation as described above calculated in respect of the portion of the year to date, less any Performance Participation Allocation received with respect to prior quarters in that year (the “Quarterly Allocation”). After the Initial Reference Period, the Performance Participation Allocation that the Special Limited Partner is entitled to receive at the end of each calendar year will be reduced by the cumulative amount of Quarterly Allocations that year. If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same calendar year the Special Limited Partner is entitled to a lesser amount than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Participation Allocations in that calendar year will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall remains the end of a calendar year following the application described in the previous sentence, distributions of any Quarterly Allocations and year-end Performance Participation Allocations in the subsequent four calendar years will be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the calendar year following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the Special Limited Partner (or any of its Affiliates) may make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided, further, that if any Quarterly Shortfall Obligation remains following such subsequent four calendar years, then the Special Limited Partner (or any of its Affiliates) will promptly pay the Partnership the remaining Quarterly Shortfall Obligation in cash. For the period from July 1, 2022 to December 31, 2022, all the references to “year” in this paragraph shall be construed as references to the prorated period. In the event the Upper Main Fund AIFM Agreement is terminated, the Special Limited Partner will be allocated any accrued Performance Participation Allocation with respect to all Partnership Units as of the date of such termination.

Performance Participation Allocation. (a) The General Partner shall be entitled to a an allocation or distribution (the “Performance Participation Allocation”) from BXINFRA the Fund (directly or indirectly through an Intermediate Entity), (i) with respect to the first Reference Period, promptly following the end of the year (which shall accrue on a monthly basis) and (ii) with respect to all subsequent Reference Periods, upon the end of each quarter thereafter and at the other times described below (which which, in each case, shall accrue on a monthly basis) in an amount equal to: (i) First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the General Partner equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the General Partner pursuant to this clauseclause (this is referred to as a “Catch-Up”); and (ii) Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits. Any amount by which the Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount will not be carried forward to subsequent periods. For the avoidance of doubt and notwithstanding anything to the contrary herein, (I) the Performance Participation Allocation shall be calculated separately with respect to each Class, taking into account expenses that are attributable to such Class (and all references herein to the Performance Participation Allocation and the terms used for purposes of calculating the Performance Participation Allocation shall be interpreted accordingly), and (II) the General Partner is not entitled to the Performance Participation Allocation with respect to Class F Units or any other Units that are not Investor Units. The General Partner shall be permitted to make adjustments to distributions, allocations and other fundings, payments or calculations in order to give effect to the foregoing. (b) The General Partner will also be allocated a Performance Participation Allocation with respect to all Investor Units of the Aggregator that are redeemed in connection with repurchases redemptions of Investor Units of the Aggregator in an amount calculated as described above with the relevant period being the portion of the Reference Period (as defined below) for which such Investor Unit was outstanding, and proceeds for any such Investor Unit repurchase redemption will be reduced by the amount of any such Performance Participation Allocation. . (c) The General Partner may elect to receive the Performance Participation Allocation in cash, Units of the Partnership or any Parallel Fund Investment Entity and/or shares, units or interests (as applicable) of Intermediate Entities (“Unit Allocation”)Entities. Such Units may be repurchased redeemed at the General Partner’s request and will be subject to the volume limitations of the Partnership’s Unit repurchase program as described in the Memorandum (as amended from time to time, the “Unit Repurchase Program”) Redemption Program but not the early repurchase redemption deduction of the Unit Repurchase Redemption Program. Each of the Partnership, Feeder Funds and Parallel Funds will be obligated to pay (without duplication) its proportional share of the Performance Participation Allocation based on its proportional interest in the Aggregator. After the first Reference Period following the Initial Closing Date, promptly following the end of each calendar quarter that is not also the end of a Reference Period, the General Partner will be entitled to a Performance Participation Allocation as described above calculated in respect of the portion of the year to date, less any Performance Participation Allocation received with respect to prior quarters in that year (the “Quarterly Allocation”). The Performance Participation Allocation that the General Partner is entitled to receive at the end of each Reference Period will be reduced by the cumulative amount of Quarterly Allocations that year. If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same Reference Period the General Partner is entitled to less than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Participation Allocations in that Reference Period will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall remains at the end of a Reference Period following the application described in the previous sentence, distributions of any Quarterly Allocations and year-end Performance Participation Allocations in the subsequent four Reference Periods will be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the Reference Period following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the General Partner (or its affiliate) will use the proceeds of any repurchases of its Unit Allocation (excluding Units that have been subsequently distributed to personnel of the General Partner or its affiliates) made after a Quarterly Shortfall Obligation arose to make cash payments to reduce the Quarterly Shortfall and may otherwise make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided further, that if any Quarterly Shortfall Obligation remains following such subsequent four Reference Periods, then the General Partner (or its affiliate) will promptly pay the Partnership the remaining Quarterly Shortfall Obligation in cash. The measurement of the change in Net Asset Value per Unit for the purpose of calculating the Total Return is subject to adjustment by the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets. Except as noted above with respect to Quarterly Allocations, the General Partner will not be obligated to return any portion of the Performance Participation Allocation paid due to the subsequent performance of the Partnership.

Performance Participation Allocation. The General Partner (a) BPEF Splitter Performance LP or any other entity(ies) so designated by it (a “Special Unitholder”) shall be entitled to a an allocation or distribution (the “Performance Participation Allocation”) from BXINFRA the Partnership (directly or indirectly through an Intermediate Entity), ) (i) with respect to the first Reference Period, promptly following the end of the year such Reference Period (which shall accrue on a monthly basis) and (ii) with respect to all subsequent Reference Periods, Periods upon the end of each quarter thereafter (and at the such other times described below below) (which shall accrue on a monthly basis) ), calculated separately with respect to each class of Units, in an amount equal to: (i) First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the General Partner Special Unitholder equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the General Partner Special Unitholder pursuant to this clause; and (ii) Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits. Any amount by which the Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount will not be carried forward to subsequent periods. . (b) The General Partner Special Unitholder will also be allocated a Performance Participation Allocation with respect to all Units that are redeemed in connection with repurchases redemptions of Units in an amount calculated as described above with the relevant period being the portion of the Reference Period (as defined below) for which such Unit was outstanding, and proceeds for any such Unit repurchase redemption will be reduced by the amount of any such Performance Participation Allocation. . (c) The General Partner Special Unitholder may elect to receive the Performance Participation Allocation in cash, Units of the Partnership or any Parallel Fund and/or shares, units or interests (as applicable) of any Intermediate Entities (“Unit Allocation”)Entity or any combination of the foregoing. Such If the Performance Participation Allocation is paid in Units, such Units may be repurchased redeemed at the General PartnerSpecial Unitholder’s request and will not be subject to the volume limitations of the Partnership’s Unit repurchase redemption program as described set forth in the Memorandum Appendix B (as amended from time to time, the “Unit Repurchase Redemption Program”) but not or the early repurchase deduction of the Unit Repurchase ProgramEarly Redemption Fee. Each of the Partnership, the Feeder, any other Feeder Funds and Parallel Funds will be obligated to pay (without duplication) its proportional share of the Performance Participation Allocation based on its proportional interest in the AggregatorAggregator or other relevant Intermediate Entity. After In addition, in order to facilitate payment of the Performance Participation Allocation in accordance with this Section 3.3 and to give effect to the foregoing provisions, each of the Partnership and any Intermediate Entity may, in the sole discretion of the General Partner, withhold amounts that are otherwise distributable at the level of the Partnership or such Intermediate Entity in order to pay the Performance Participation Allocation in any present or future period. (d) Following the first Reference Period following after the Initial Closing Offering Date, promptly following the end of each calendar quarter that is not also the end of a Reference Period, the General Partner Special Unitholder will be entitled to a Performance Participation Allocation as described above calculated in respect of the portion of the year to date, less any Performance Participation Allocation received with respect to prior quarters in that year (the “Quarterly Allocation”). The Performance Participation Allocation that the General Partner Special Unitholder is entitled to receive at the end of each Reference Period will be reduced by the cumulative amount of Quarterly Allocations that year. . (e) If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same Reference Period the General Partner Special Unitholder is entitled to an amount that is less than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Participation Allocations in that Reference Period will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall remains at the end of a Reference Period following the application described in the previous sentence, distributions of any Quarterly Allocations and year-end Performance Participation Allocations in the subsequent four (4) Reference Periods will be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the Reference Period following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the General Partner Special Unitholder (or its affiliateAffiliate) will use the proceeds of any repurchases redemptions of its Unit Allocation Units (excluding Units that have been subsequently distributed to personnel of the General Partner Special Unitholder or its affiliates) made after a Quarterly Shortfall Obligation arose to make cash payments to reduce the Quarterly Shortfall and may otherwise make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided provided, further, that if any Quarterly Shortfall Obligation remains following such subsequent four (4) Reference Periods, then the General Partner Special Unitholder (or its affiliate) will promptly pay the Partnership the remaining Quarterly Shortfall Obligation in cash. . (f) The measurement of the change in Net Asset Value per Investor Unit for the purpose of calculating the Total Return is subject to adjustment by the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets. For the avoidance of doubt and notwithstanding anything to the contrary herein, (i) the Performance Participation Allocation shall be calculated separately with respect to each class of Units taking into account only the Units in the relevant class (and all references in this Agreement to the Performance Participation Allocation and the terms used for purposes of calculating the Performance Participation Allocation shall be interpreted accordingly), and (ii) the Special Unitholder shall not be entitled to the Performance Participation Allocation with respect to Brookfield Units or any other class or series of Units that is not subject to the Performance Participation Allocation. The General Partner shall be permitted to make adjustments to distributions, allocations and other fundings, payments or calculations in order to give effect to the foregoing. (g) Except as noted above with respect to Quarterly Allocations, the General Partner Special Unitholder will not be obligated to return any portion of the Performance Participation Allocation paid due to the subsequent performance of the Partnership. (h) It is intended that the Performance Participation Allocation shall qualify as a “profits interest” within the meaning of Internal Revenue Service Revenue Procedure 93-27 and this Agreement shall be interpreted consistently with such intent.

Performance Participation Allocation. (a) The General Partner shall be entitled to a an allocation or distribution (the “Performance Participation Allocation”) from BXINFRA the Fund (directly or indirectly through an Intermediate Entity), (i) with respect to the first Reference Period, promptly following the end of the year (which shall accrue on a monthly basis) and (ii) with respect to all subsequent Reference Periods, upon the end of each quarter thereafter and at the other times described below (which which, in each case, shall accrue on a monthly basis) in an amount equal to: (i) First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the General Partner equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the General Partner pursuant to this clauseclause (this is referred to as a “Catch-Up”); and (ii) Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits. Any amount by which the Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount will not be carried forward to subsequent periods. For the avoidance of doubt and notwithstanding anything to the contrary herein, (I) the Performance Participation Allocation shall be calculated separately with respect to each Class, taking into account expenses that are attributable to such Class (and all references herein to the Performance Participation Allocation and the terms used for purposes of calculating the Performance Participation Allocation shall be interpreted accordingly), and (II) the General Partner is not entitled to the Performance Participation Allocation with respect to Class F Units or any other Units that are not Investor Units. The General Partner shall be permitted to make adjustments to distributions, allocations and other fundings, payments or calculations in order to give effect to the foregoing. (b) The General Partner will also be allocated a Performance Participation Allocation with respect to all Investor Units that are redeemed repurchased in connection with repurchases of Investor Units in an amount calculated as described above with the relevant period being the portion of the Reference Period (as defined below) for which such Investor Unit was outstanding, and proceeds for any such Investor Unit repurchase will be reduced by the amount of any such Performance Participation Allocation. . (c) The General Partner may elect to receive the Performance Participation Allocation in cash, Units of the Partnership or any Parallel Fund Investment Entity and/or shares, units or interests (as applicable) of Intermediate Entities (“Unit Allocation”)Entities. Such Units may be repurchased at the General Partner’s request and will be subject to the volume limitations of the Partnership’s Unit repurchase program as described in the Memorandum (as amended from time to time, the “Unit Repurchase Program”) but not the early repurchase deduction of the Unit Repurchase Program. Each of the Partnership, Feeder Funds and Parallel Funds Investment Entities will be obligated to pay bear (without duplication) its proportional share of the Performance Participation Allocation based on its proportional interest in the Aggregator. After the first Reference Period following the Initial Closing Date, promptly following the end of each calendar quarter that is not also the end of a Reference Period, the General Partner will be entitled to a Performance Participation Allocation as described above calculated in respect of the portion of the year to date, less any Performance Participation Allocation received with respect to prior quarters in that year . (the “Quarterly Allocation”). The Performance Participation Allocation that the General Partner is entitled to receive at the end of each Reference Period will be reduced by the cumulative amount of Quarterly Allocations that year. If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same Reference Period the General Partner is entitled to less than the previously received Quarterly Allocation(sd) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Participation Allocations in that Reference Period will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall remains at the end of a Reference Period following the application described in the previous sentence, distributions of any Quarterly Allocations and year-end Performance Participation Allocations in the subsequent four Reference Periods will be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the Reference Period following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the General Partner (or its affiliate) will use the proceeds of any repurchases of its Unit Allocation (excluding Units that have been subsequently distributed to personnel of the General Partner or its affiliates) made after a Quarterly Shortfall Obligation arose to make cash payments to reduce the Quarterly Shortfall and may otherwise make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided further, that if any Quarterly Shortfall Obligation remains following such subsequent four Reference Periods, then the General Partner (or its affiliate) will promptly pay the Partnership the remaining Quarterly Shortfall Obligation in cash. The measurement of the change in Net Asset Value per Unit for the purpose of calculating the Total Return is subject to adjustment by the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets. Except as noted above with respect to Quarterly Allocations, the . (e) The General Partner will not be obligated to return any portion of the Performance Participation Allocation paid due to the subsequent performance of the Partnership.

Performance Participation Allocation. The General Partner shall be entitled to a distribution (the “Performance Participation Allocation”) from BXINFRA (directly or indirectly through an Intermediate Entity), (i) with respect to the first Reference Period, promptly following the end of the year (which shall accrue on a monthly basis) and (ii) with respect to all subsequent Reference Periods, upon the end of each quarter thereafter and at the other times described below (which shall accrue on a monthly basis) in an amount equal to: (i) First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the General Partner equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the General Partner pursuant to this clause; and (ii) Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits. Any amount by which Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount will not be carried forward to subsequent periods. The General Partner will also be allocated a Performance Participation Allocation with respect to all Units that are redeemed in connection with repurchases redemption of Units in an amount calculated as described above with the relevant period being the portion of the Reference Period (as defined below) for which such Unit was outstanding, and proceeds for any such Unit repurchase redemption will be reduced by the amount of any such Performance Participation Allocation. The General Partner may elect to receive the Performance Participation Allocation in cash, Units of the Partnership or any Parallel Fund and/or shares, units or interests (as applicable) of Intermediate Entities (“Unit Allocation”). Such Units may be repurchased redeemed at the General Partner’s request and will be subject to the volume limitations of the Partnership’s Unit repurchase program redemption plan as described in the Memorandum Exhibit A (as amended from time to time, the “Unit Repurchase ProgramRedemption Plan”) but not the early repurchase redemption deduction of the Unit Repurchase ProgramRedemption Plan. Each of the Partnership, Feeder Funds and Parallel Funds will be obligated to pay (without duplication) its proportional share of the Performance Participation Allocation based on its proportional interest in the Aggregator. After the first Reference Period following the Initial Closing Date, promptly following the end of each calendar quarter that is not also the end of a Reference Period, the General Partner will be entitled to a Performance Participation Allocation as described above calculated in respect of the portion of the year to date, less any Performance Participation Allocation received with respect to prior quarters in that year (the “Quarterly Allocation”). The Performance Participation Allocation that the General Partner is entitled to receive at the end of each Reference Period will be reduced by the cumulative amount of Quarterly Allocations that year. If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same Reference Period the General Partner is entitled to less than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Participation Allocations in that Reference Period will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall remains at the end of a Reference Period following the application described in the previous sentence, distributions of any Quarterly Allocations and year-end Performance Participation Allocations in the subsequent four Reference Periods will be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the Reference Period following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the General Partner (or its affiliate) will use the proceeds of any repurchases redemptions of its Unit Allocation (excluding Units that have been subsequently distributed to personnel of the General Partner or its affiliates) made after a Quarterly Shortfall Obligation arose to make cash payments to reduce the Quarterly Shortfall and may otherwise make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided further, that if any Quarterly Shortfall Obligation remains following such subsequent four Reference Periods, then the General Partner (or its affiliate) will promptly pay the Partnership the remaining Quarterly Shortfall Obligation in cash. The measurement of the change in Net Asset Value per Unit for the purpose of calculating the Total Return is subject to adjustment by the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets. Except as noted above with respect to Quarterly Allocations, the General Partner will not be obligated to return any portion of the Performance Participation Allocation paid due to the subsequent performance of the Partnership.

Performance Participation Allocation. The General Partner shall be entitled to a distribution (the “Performance Participation Allocation”) from BXINFRA BXPE (directly or indirectly through an Intermediate Entity), (i) with respect to the first Reference Period, promptly following the end of the year (which shall accrue on a monthly basis) and (ii) with respect to all subsequent Reference Periods, upon the end of each quarter thereafter and at the other times described below (which shall accrue on a monthly basis) in an amount equal to: (i) First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the General Partner equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the General Partner pursuant to this clause; and (ii) Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits. Any amount by which Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount will not be carried forward to subsequent periods. The General Partner will also be allocated a Performance Participation Allocation with respect to all Units that are redeemed in connection with repurchases of Units in an amount calculated as described above with the relevant period being the portion of the Reference Period (as defined below) for which such Unit was outstanding, and proceeds for any such Unit repurchase will be reduced by the amount of any such Performance Participation Allocation. The General Partner may elect to receive the Performance Participation Allocation in cash, Units of the Partnership or any Parallel Fund and/or shares, units or interests (as applicable) of Intermediate Entities (“Unit Allocation”). Such Units may be repurchased at the General Partner’s request and will be subject to the volume limitations of the Partnership’s Unit repurchase program as described in the Memorandum (as amended from time to time, the “Unit Repurchase Program”) but not the early repurchase deduction of the Unit Repurchase Program. Each of the Partnership, Feeder Funds and Parallel Funds will be obligated to pay (without duplication) its proportional share of the Performance Participation Allocation based on its proportional interest in the Aggregator. After the first Reference Period following the Initial Closing Date, promptly following the end of each calendar quarter that is not also the end of a Reference Period, the General Partner will be entitled to a Performance Participation Allocation as described above calculated in respect of the portion of the year to date, less any Performance Participation Allocation received with respect to prior quarters in that year (the “Quarterly Allocation”). The Performance Participation Allocation that the General Partner is entitled to receive at the end of each Reference Period will be reduced by the cumulative amount of Quarterly Allocations that year. If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same Reference Period the General Partner is entitled to less than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Participation Allocations in that Reference Period will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall remains at the end of a Reference Period following the application described in the previous sentence, distributions of any Quarterly Allocations and year-end Performance Participation Allocations in the subsequent four Reference Periods will be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the Reference Period following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the General Partner (or its affiliate) will use the proceeds of any repurchases of its Unit Allocation (excluding Units that have been subsequently distributed to personnel of the General Partner or its affiliates) made after a Quarterly Shortfall Obligation arose to make cash payments to reduce the Quarterly Shortfall and may otherwise make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided further, that if any Quarterly Shortfall Obligation remains following such subsequent four Reference Periods, then the General Partner (or its affiliate) will promptly pay the Partnership the remaining Quarterly Shortfall Obligation in cash. The measurement of the change in Net Asset Value per Unit for the purpose of calculating the Total Return is subject to adjustment by the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets. Except as noted above with respect to Quarterly Allocations, the General Partner will not be obligated to return any portion of the Performance Participation Allocation paid due to the subsequent performance of the Partnership.

Performance Participation Allocation. The General Partner shall be entitled to a distribution (the “Performance Participation Allocation”) from BXINFRA BXHF (directly or indirectly through an Intermediate Entity), (i) with respect to the first Reference Period, promptly following the end of the year (which shall accrue on a monthly basis) and (ii) with respect to all subsequent Reference Periods, upon the end of each quarter thereafter and at the other times described below (which shall accrue on a monthly basis) in an amount equal to: (i) First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such annual Excess Profits until the total amount allocated to the General Partner equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the General Partner pursuant to this clause; and (ii) Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits. Any amount by which Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount will not be carried forward to subsequent periods. The General Partner will also be allocated a Performance Participation Allocation with respect to all Units that are redeemed in connection with repurchases redemptions of Units in an amount calculated as described above with the relevant period being the portion of the Reference Period (as defined below) for which such Unit was outstanding, and proceeds for any such Unit repurchase redemption will be reduced by the amount of any such Performance Participation Allocation. The General Partner may elect to receive the Performance Participation Allocation in cash, Units of the Partnership or any Parallel Fund and/or shares, units or interests (as applicable) of Intermediate Entities (“Unit Allocation”). Such If the Performance Participation Allocation is paid in Units, such Units may be repurchased redeemed at the General Partner’s request and will be subject to the volume limitations of the Partnership’s Unit repurchase program redemption plan as described in the Memorandum Exhibit A (as amended from time to time, the “Unit Repurchase ProgramRedemption Plan”) but not the early repurchase redemption deduction of the Unit Repurchase ProgramRedemption Plan. Each of the Partnership, any Feeder Funds and Vehicle and/or any Parallel Funds Fund will be obligated to pay (without duplication) its proportional share of the Performance Participation Allocation based on its proportional interest in the Aggregator. After the first Reference Period following the Initial Closing Date, promptly following the end of each calendar quarter that is not also the end of a Reference Period, the General Partner will be entitled to a Performance Participation Allocation as described above calculated in respect of the portion of the year to date, less any Performance Participation Allocation received with respect to prior quarters in that year (the “Quarterly Allocation”). The Performance Participation Allocation that the General Partner is entitled to receive at the end of each Reference Period will be reduced by the cumulative amount of Quarterly Allocations that year. If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same Reference Period the General Partner is entitled to less a lesser amount than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Participation Allocations in that Reference Period will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall remains at the end of a Reference Period following the application described in the previous sentence, distributions of any Quarterly Allocations and year-end Performance Participation Allocations in the subsequent four Reference Periods will be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the Reference Period following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the General Partner (or its affiliateAffiliate) will use the proceeds of any repurchases redemptions of its Unit Allocation (excluding Units that have been subsequently distributed to personnel of the General Partner or its affiliatesAffiliates) made after a Quarterly Shortfall Obligation arose to make cash payments to reduce the Quarterly Shortfall and may otherwise make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided further, that if any Quarterly Shortfall Obligation remains following such subsequent four Reference Periods, then the General Partner (or its affiliateAffiliate) will promptly pay the Partnership the remaining Quarterly Shortfall Obligation in cash. The measurement of the change in Net Asset Value per Unit for the purpose of calculating the Total Return is subject to adjustment by the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets. Except as noted above with respect to Quarterly Allocations, the General Partner will not be obligated to return any portion of the Performance Participation Allocation paid due to the subsequent performance of the Partnership.

Performance Participation Allocation. (a) The General Partner Recipient shall be entitled to a distribution (the “Performance Participation Allocation”) from BXINFRA BXPE (directly or indirectly through an Intermediate Entity), (i) with respect to the first Reference Period, promptly following the end of the year (which shall accrue on a monthly basis) and (ii) with respect to all subsequent Reference Periods, upon the end of each quarter thereafter and at the other times described below (which shall accrue on a monthly basis) in an amount equal to: (i) First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the General Partner Recipient equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the General Partner Recipient pursuant to this clause; and (ii) Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits. Any amount by which Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount will not be carried forward to subsequent periods. The General Partner Recipient will also be allocated a Performance Participation Allocation with respect to all Units that are redeemed in connection with repurchases of Units in an amount calculated as described above with the relevant period being the portion of the Reference Period (as defined below) for which such Unit was outstanding, and proceeds for any such Unit repurchase will be reduced by the amount of any such Performance Participation Allocation. The General Partner Recipient may elect to receive the Performance Participation Allocation in cash, Units of the Partnership or any Parallel Fund and/or shares, units or interests (as applicable) of Intermediate Entities (“Unit Allocation”). Such Units may be repurchased at the General PartnerRecipient’s request and will be subject to the volume limitations of the Partnership’s Unit repurchase program as described in the Memorandum (as amended from time to time, the “Unit Repurchase Program”) but not the early repurchase deduction of the Unit Repurchase Program. Each of the Partnership, Feeder Funds and Parallel Funds will be obligated to pay (without duplication) its proportional share of the Performance Participation Allocation based on its proportional interest in the Aggregator. After the first Reference Period following the Initial Closing Date, promptly following the end of each calendar quarter that is not also the end of a Reference Period, the General Partner Recipient will be entitled to a Performance Participation Allocation as described above calculated in respect of the portion of the year to date, less any Performance Participation Allocation received with respect to prior quarters in that year (the “Quarterly Allocation”). The Performance Participation Allocation that the General Partner Recipient is entitled to receive at the end of each Reference Period will be reduced by the cumulative amount of Quarterly Allocations that year. If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same Reference Period the General Partner Recipient is entitled to less than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Participation Allocations in that Reference Period will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall remains at the end of a Reference Period following the application described in the previous sentence, distributions of any Quarterly Allocations and year-end Performance Participation Allocations in the subsequent four Reference Periods will be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the Reference Period following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the General Partner Recipient (or its affiliate) will use the proceeds of any repurchases of its Unit Allocation (excluding Units that have been subsequently distributed to personnel of the General Partner Recipient or its affiliates) made after a Quarterly Shortfall Obligation arose to make cash payments to reduce the Quarterly Shortfall and may otherwise make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided further, that if any Quarterly Shortfall Obligation remains following such subsequent four Reference Periods, then the General Partner Recipient (or its affiliate) will promptly pay the Partnership the remaining Quarterly Shortfall Obligation in cash. The measurement of the change in Net Asset Value per Unit for the purpose of calculating the Total Return is subject to adjustment by the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets. Except as noted above with respect to Quarterly Allocations, the General Partner Recipient will not be obligated to return any portion of the Performance Participation Allocation paid due to the subsequent performance of the Partnership.