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t being licensed in that behalf under the provisions of the Banks & Trust Companies Law (as amended), or to carry on Insurance Business from within the Cayman Islands or the business of an Insurance Manager, Agent, Sub-agent or Broker without being licensed in that behalf under the provisions of the Insurance Law
TATED MEMORANDUM & ARTICLES OF ASSOCIATION OF BRH HOLDINGS GP, LTD. (ADOPTED BY SPECIAL RESOLUTION DATED JULY 13, 2007) WALKERS woke: House. 8/ Mary Street. Geecqe Io.wn Grond Coymon KY 1.9001 Cayman Islands T 345 949 0100 F 345 949 7886 NY1 ;1697722.2 EFTA00798300 THE COMPANIES LAW (AS AMENDED) C
of Partners under the caption "Limited Partners" as the limited partners. WITNESSETH: WHEREAS, the Partnership was formed pursuant to the laws of the Cayman Islands and an Initial Exempted Limited Partnership Agreement of the Partnership, dated 26 April, 2007 (the "Original Agreement'), between the General Part
may from time to time determine. The Partnership shall have its registered office at the office of Walkers SPV Limited, PO Box 908GT, Walker House, Mary Street, George Town, Grand Cayman, Cayman Islands, KY 1 -9002 B.W.I. or at such place or places in the Cayman Islands as the General Partner may, with adv
t being licensed in that behalf under the provisions of the Banks & Trust Companies Law (as amended), or to carry on Insurance Business from within the Cayman Islands or the business of an Insurance Manager, Agent, Sub-agent or Broker without being licensed in that behalf under the provisions of the Insurance Law
Company is BRH HOLDINGS GP, LTD. 2. The Registered Office of the Company will be situated at the offices of Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1 -9002, Cayman Islands or at such other location as the Directors may from time to time determine. 3. The objects fo
the Ordinary Shares will be owned by the Share Trustee and will be held on trust for the benefit of one or more charitable organizations located in the Cayman Islands under the turns of a declaration of trust. Under the terms of such declaration of tnist. the Share Trustee will, among other things, generally agre
registered number WK-169090 for an indefinite period. The registered office of the Issuer is at the offices of Walkers SPV Limited. Walker House, 87 Mary Street, George Town. Grand Cayman KY1-9002. Cayman Islands. The Issuer has no prior operating history•. prior business experience or employees (other than
Entities connected to both the Cayman Islands and Mary Street
Cayman
LOCATIONLeon Black
PERSON
Samantha Power
PERSONGrand Cayman
LOCATIONGeorge Town
PERSONWalkers SPV Limited
ORGANIZATIONWalker House
ORGANIZATIONMarc J. Rowan
PERSON
the Board of Directors
ORGANIZATIONMJR Foundation LLC
ORGANIZATIONthe Executive Committee
ORGANIZATIONBRH HOLDINGS GP
ORGANIZATIONJoshua J. Harris
PERSONBank or Trust Company
ORGANIZATIONthe Banks & Trust Companies Law
ORGANIZATIONInsurance Business
ORGANIZATIONCompany Management
ORGANIZATIONthe Companies Management Law
ORGANIZATIONThe Registered Office of the Company
ORGANIZATIONUNCERTIFICATED
ORGANIZATION