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dated as of the date hereof by and among Leon D. Black, Marc J. Rowan, Joshua J. Harris, Black Family Partners, El, a Delaware limited partn hip, MJR Foundation LLC, a New York limited liability company, BRH Professional Hol ings, M. a Cayman Islands exempted limited partnership, and the AP Professional Holding
The name of the 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.
ed as of the date hereof, by and among Leon D. Black, Marc J. Rowan, Joshua J. Harris, Black Family Partners, L.P., a Delaware limited partnership, MJR Foundation LLC, a New York limited liability company, Intermediate Holdings and the Partnership. "Alternative Vesting" shall have the meaning set forth in Section
neral Partner 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 m
ed as of the date hereof, by and among Leon D. Black, Marc J. Rowan, Joshua J. Harris, Black Family Partners, L.P., a Delaware limited partnership, MJR Foundation LLC, a New York limited liability company, BRH Professional Holdings, L.P., a Cayman Islands exempted limited partnership, and the AP Professional Hold
NDED AND RESTATED MEMORANDUM & ARTICLES OF ASSOCIATION OF BRH HOLDINGS GP, LTD. (ADOPTED BY SPECIAL RESOLUTION DATED JULY 13, 2007) III WALKERS Walker House. 87 Mary Street. George Town Grond Cayman KY1-9001. Cayman blonds T 345 949 0100 I' 345 949 7886 enew.walkengSobal.com NY1:1697722.2 EFTA00623729
Entities connected to both MJR Foundation LLC and Walker House
Walkers SPV Limited
ORGANIZATIONGrand Cayman
LOCATIONLeon Black
PERSON
the Cayman Islands
LOCATIONMarc J. Rowan
PERSONGeorge Town
PERSONJoshua J. Harris
PERSONMary Street
PERSONthe Executive Committee
ORGANIZATIONCayman
LOCATION
Samantha Power
PERSON
the Board of Directors
ORGANIZATIONBank or Trust Company
ORGANIZATIONthe Banks & Trust Companies Law
ORGANIZATIONInsurance Business
ORGANIZATIONCompany Management
ORGANIZATIONthe Companies Management Law
ORGANIZATIONthe Articles of Association
ORGANIZATIONUNCERTIFICATED
ORGANIZATIONAssociation of the Company
ORGANIZATION