Summary Terms of the Partnership Proceeds (other than of those Limited Partners affiliated with the General Partner) will be distributed in the following amounts and order of priority: (a) first, to the Limited Partner, until the Limited Partner has received distributions generated by such investment equal to the sum of (i) the Limited Partner's Capital Contribution applied to such Investment, plus (ii) Allocated Fees and Expenses not previously recouped, plus (iii) unrecouped losses on Investments that have previously been disposed of: (b) second, to the Limited Partner, until cumulative distributions of Current Income and Disposition Proceeds from Investments that have been disposed of, minus the total Capital Contributions to those Investments and Allocated Fees and Expenses, with respect to such Limited Partner (the "Limited Partner's Excess Cumulative Distributions"), equal a 8% per annum return on the Limited Pariner's Capital Contributions applied to Investments that have been disposed of plus Allocated Fees and Expenses; (c) third, 20% to the Limited Partner and 80% to the General Partner until Carried Interest Distributions generated by Investments that have been disposed of equal 20% of the sum of (i) the Limited Partner's Excess Cumulative Distributions and (ii) the Carried Interest Distributions, in each case with respect to such Investments; and (d) thereafter, 80% to the Limited Partner and 20% to the General Partner. In making the above calculations for distribution of Disposition Proceeds, Investments that have not been disposed of but that have a fair market value less than their cost (or adjusted cost due to prior writedowns) will be written down to fair market value, and the resulting loss will be deemed to be additional losses on Investments that have been disposed of for purposes of the calculations as set forth above. Any increases in the fair market value of an Investment previously written down will be considered additional realized profits in connection with subsequent distributions (not to exceed the amount of prior writedown(s)). "Allocated Fees and Expenses" means the product of (i) the sum of Capital Contributions or payments made by such Limited Partner for Partnership Expenses (including, for greater certainty and without duplication, Organizational Expenses and placement fees) and Management Fees with respect to such Limited Partner as of the date of such distribution, multiplied by (ii) a fraction, the numerator of which is such Limited Partner's Capital Contributions with respect to Investments that have been disposed of as of such date and the denominator of which is the aggregate amount of such Limited Partner's Capital Contributions for all Investments as of such date (including for this purpose amounts of unused Capital Commitments reserved for additional investment with respect to an existing Investment). Any Limited Partner's Allocated Fees and Expenses with respect to an Investment that has been the subject of a disposition will equal such Limited Partner's Allocated Fees and Expenses at the time of the distribution of Disposition Proceeds in connection with such Investment, minus such Limited Partner's Allocated Fees and Expenses at the time of the immediately preceding distribution of Disposition Proceeds. The Partnership will distribute its Current Income from an Investment to its ER305378-MAXWELL Blackstone Real Estate Partners Europe V 27 CONFIDENTIAL UBSTERRAMAR00001874 EFTA00237505

Summary Terms of the Partnership Partners generally in the manner described above relating to the distribution of Disposition Proceeds, except that distributions will be made on an Investment- by-Investment basis and will not take into account a return of Capital Contributions or any writedowns, but will take into account losses from prior dispositions not otherwise recouped (including previously unrecouped Allocated Fees and Expenses). The General Partner will be entitled to withhold from any distributions amounts necessary to create, in its discretion, appropriate reserves for expenses (including Management Fees, Partnership Expenses, Organizational Expenses, Servicing Fees (if applicable) and placement fees) and liabilities of the Partnership as well as for any required tax withholdings. Subject to certain limits, tax credits and tax payments made by or allocated to the Partnership (or any entity in which the Partnership invests that is treated as a flow-through entity for U.S. federal income tax purposes) will, except in certain circumstances in the case of tax-exempt Limited Partners, be deemed to have been distributed to the Limited Partners. The Partnership may make distributions to the General Partner in an amount sufficient to permit the payment of the tax obligations of the General Partner and its partners in respect of allocations of income related to the Carried Interest Distributions to the extent not previously taken into account for such purpose or distributed to the General Partner. Any such distributions will be taken into account in making subsequent distributions to the Partners. Current Income from an Investment will be distributed no later than 60 days following the fiscal quarter in which such Current Income is received by the Partnership. Disposition Proceeds from an Investment will be distributed within 30 days after the date such Disposition Proceeds are received by the Partnership. If the Partnership disposes of a portion of an Investment, the sold and retained portions of the Investment will be treated as two separate Investments for purposes of the above calculations. Distributions of short term net income from temporary investments will be made among all Partners in proportion to their respective proportionate interests in the Partnership property or funds that produced such income, as reasonably determined by the General Partner. See "—Right to Re-Draw Capital Contributions; Recycling" above. Pcr annum returns referred to above will be compounded on an annual basis (taking into account the timing of all Capital Contributions and distributions). All cash distributions will be made in Euros in the case of Euro Partners and in U.S. dollars in the case of Dollar Partners. General Partner Clawback: Upon winding up of the Partnership, if the General Partner has received Carried Interest Distributions with respect to a Limited Partner in excess of 20% of the sum of (i) the Limited Partner's Excess Cumulative Distributions and (ii) Carried Interest Distributions with respect to such Limited Partner, the General Partner will recontribute to the Partnership for distribution to such Limited Partner an amount (the "Clawback Amount") equal to the lesser of (x) the amount of such excess and (y) the total amount of Carried Interest Distributions with respect to such Limited Partner (calculated on an after-tax basis). If a disposition of an Investment results in a realized loss and there remains an unrecouped loss relating to such Investment upon the earlier of (i) the one- ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001875 EFTA00237506

Summary Terms of the Partnership year anniversary of such loss and (ii) the winding up of the Partnership, the General Partner will be obligated to return to the Partnership for distribution to such Limited Partner an amount with respect to such Limited Partner as though the Clawback Amount applied as of such time (determined after giving effect to all transactions through such date). The Clawback Amount will be secured by the several guarantees of the partners of the General Partner who receive Carried Interest Distributions. In-Kind Distributions: Partner Giveback: Allocations of Profits and Losses: Expenses: In the discretion of the General Partner, certain marketable securities may be distributed to the Partners prior to the winding up of the Partnership. No such securities will be distributed unless they would be freely tradable in the hands of the Limited Partners in accordance with applicable securities laws and regulations. Upon winding up and as provided under "—Transfer by or Withdrawal of ERISA, Private Foundation or BHC Limited Partners" below, distributions of other assets may be made in-kind. The General Partner may, in its sole discretion, offer each Partner a choice to receive either cash or an in-kind distribution of marketable securities in connection with any disposition thereof. Upon a withdrawal of a Limited Partner from the Partnership (which may occur only in limited circumstances) and upon the winding up of the Partnership, the General Partner may receive Carried Interest Distributions with respect to a distribution of in-kind securities. The valuation of such securities for such purposes will be determined by the General Partner as set forth in the Partnership Agreement. The General Partner may require a Partner to return distributions made to such Partner for the purpose of meeting such Partner's pro rata share of any Partnership obligations or liabilities arising from the sale or other disposition of any Investment (including any indemnification obligations), subject to certain limitations. The obligation to return distributions will cease upon the termination of the Partnership, unless notice of the potential claim was given to the Partners prior to such termination. Profits and losses of the Partnership will be allocated among the Partners in a manner consistent with the foregoing distribution provisions and the requirements of the U.S. Internal Revenue Code of 1986, as amended (the -Code'). Organizational Expenses. In addition to Capital Contributions or direct payments for the Management Fee, Limited Partners will be required to make Capital Contributions or direct payments for their pro rata share, based on Capital Commitments of each Partner (except as provided under "—Capital Commitments; Additional Closings" above), of third-party and out-of-pocket expenses (including travel and related expenses of the Investment Advisor or the General Partner) incurred by the General Partner in connection with the organization of the Partnership and the offering of interests therein ("Organizational Expenses"). Limited Partners admitted at subsequent closings will bear their share of the Organizational Expenses and organizational expenses relating to Parallel Funds based upon their pro rata share of Capital Commitments as of the date of each such Partner's admission ER305378-MAXWELL Blackstone Real Estate Partners Europe V 29 CONFIDENTIAL UBSTERRAMAR00001876 EFTA00237507

Summary Terms of the Partnership to the Partnership, but the Limited Partners participating in closings prior to the Last Equalization Date will not share in the Organizational Expenses associated with subsequent closings after the Last Equalization Date. To the extent the Partnership incurs placement fees with respect to a Limited Partner, such Limited Partner will bear such placement fees and its Management Fees will be reduced on a dollar-for-dollar basis. Partnership Expenses. The Partnership will bear (i) all expenses of operating the Partnership, including without limitation taxes, fees and expenses for and/or relating to attorneys, accountants, fund administrators (including as more fully described below), and custodians, expenses related to compliance- related matters and regulatory filings (including, without limitation, regulatory filings of the Investment Advisor and its affiliates relating to the Partnership and its activities, including reporting on Form PF or other reports to be filed with the U.S. Commodity Futures Trading Commission and reports, disclosures, filings and notifications prepared in accordance with the Directive 2011/6I/EU of the European Parliament and of the Council on Alternative Investment Fund Managers), expenses and fees charged or specifically attributed or allocated by the Investment Advisor or its affiliates to provide administrative services to the Partnership, and expenses, charges and/or related costs incurred by the Partnership. the Investment Advisor or its affiliates in connection with such provision of administrative services to the Partnership; provided, that any such expenses, fees, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services, accounting expenses. and related costs, technology, research and reporting expenses, expenses of loan servicers and othcr service providers, auditing, other professional expenses, expenses of the Advisory Committee, insurance, interest, and other expenses incurred in respect of Partnership borrowings and guarantees, other expenses associated with the acquisition, holding, monitoring and disposition of Investments (including without limitation any brokerage, custody or hedging costs and travel and related expenses in connection with the Partnership's investment activities), and the costs and expenses of any litigation involving the Partnership or a portfolio company and the amount of any judgments or settlements paid in connection therewith ("Operational Expenses") and (ii) to the extent not reimbursed by a third party, all third-party expenses incurred in connection with a proposed Investment that is not ultimately made or a proposed disposition that is not actually consummated, including travel and related expenses (-Broken Deal Expenses" and, together with the Operational Expenses, "Partnership Expenses"). General Partner/Investment Advisor Expenses. The Partnership will not bear any general overhead expenses of the Partnership, the General Partner or the Investment Advisor, unless expressly provided for. Allocation of Investment Opportunities & Investment Opportunities to the BREP Co-Investors; Similar Funds: Except as provided herein, Blackstone will not, directly or indirectly, make outside of BREP Europe V any control-oriented "opportunistic" investments in real estate assets or real estate companies located in Europe until the expiration of the Investment Period, except (i) as permitted under "— Blackstone's Side-by-Side Investment Rights" above; (ii) transactions that would be precluded or materially limited by the investment limitations or other requirements hereof or applicable law or regulation (including the U.S. ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001877 EFTA00237508

Summary Terms of the Partnership Employee Retirement Income Security Act of 1974, as amended (-ERISA"); (iii) investments with respect to which the General Partner makes a good faith determination that such opportunity is not expected to )field returns on investment within the range of returns expected to be provided by the Investments in which the Partnership was organized to invest, based on the terms thereof and the information available relating to such opportunity at the time of its evaluation by the General Partner (including investments made by a real estate core fund or vehicle (which includes Blackstone Property Partners Blackstone Property Partners International — A and their parallel and successor funds and alternative investment vehicles and other funds and separate managed account arrangements related to real estate and real estate related investments within the "core", "core+" or value-add investment space (including such future investment funds, managed accounts and/or other similar arrangements, the "BPP Funds")), a real estate mezzanine fund or a mortgage REIT or a real estate fund primarily making debt investments or non-controlling investments in public and private debt and equity securities); (iv) strategic acquisitions or investments by Blackstone itself, whether in financial institutions or otherwise: (v) as otherwise approved by the Advisory Committee; and (vi) if otherwise an investment fund managed by Blackstone has investment objectives or guidelines in common with those of the Partnership, then investment opportunities which are within such common objectives and guidelines will be allocated between the Partnership and such other vehicle by the General Partner on a basis that the General Partner believes in good faith to be fair and reasonable. The General Partner will determine in good faith whether an investment opportunity is within the investment objectives of the Partnership, as described under "—Investment Objectives" above. The BREP Co-Investors will participate in Investments alongside the Partnership. Such participation (the - BREP Co-Investment Participation Percentage") will be 20% of the amount of each Investment otherwise available to be made by the Partnership, subject to: (i) legal, tax, regulatory, accounting and other similar considerations (including, without limitation, any investment limitations of the Partnership or the BREP Co-Investors), (ii) the BREP Co-Investors or the Partnership having available capital with respect thereto, (iii) ability of the BREP Co-Investors to increase the BREP Co- Investment Participation Percentage with respect to an Investment if such Investment would otherwise exceed 7% of the Capital Commitments to the Partnership and (iv) the General Partner changing the BREP Co-Investment Participation Percentage for a particular Investment or prospective Investments generally if (x) it considers such change appropriate in its reasonable business judgment, (y) it obtains the approval of the M. Advisory Committee and (z) any necessary approval required under the partnership agreement of the BREP Co-Investors is obtained. In addition, if an Investment would otherwise exceed 7% of the Capital Commitments to the Partnership, Blackstone may allocate such excess as it determines, including to Other Blackstone Funds, or other co-investors. The BREP Co-Investors will invest on the same economic and other material terms available to BREP Europe V (including sharing of fees and expenses) and will exit Investments at the same time and on the same economic and other material terms as the Partnership, and on a pro rata basis with the ER305378-MAXWELL Blackstone Real Estate Partners Europe V 3 1 CONFIDENTIAL UBSTERRAMAR00001878 EFTA00237509

Summary Terms of the Partnership Partnership subject to legal, tax, regulatory, accounting or similar considerations. Blackstone will not close on any investment fund having the primary purpose of making control-oriented "opportunistic" investments in real estate assets or real estate companies located in Europe (a "Similar Fund"), which will in no way include the BREP Funds, the BPP Funds or in each case, any other investment vehicles that generally invest alongside such entities, (collectively, the "Real Estate Funds"), or any other fund described herein, until at least 75% of the Capital Commitments have been invested in or committed in writing or reserved for Investments or until the end of the Investment Period. Any Similar Fund closed on or prior to the end of the Investment Period will invest in Investments only to the extent that the Partnership has invested the maximum amount that the Partnership is permitted to invest therein and on the same tenns as the Partnership until the end of the Investment Period unless the Advisory Committee otherwise consents or the investment by the Partnership is legally or contractually prohibited or, as a result of the application of any law, regulation or governmental order, could have a material adverse effect on the Partnership, the General Partner or any of their affiliates. If Blackstone organizes a Similar Fund, Limited Partners will be offered a reasonable opportunity to become limited partners of such fund, the terms of which may vary in any and all respects from those of the Partnership. After the Effective Date, Fund IV will only be permitted to make investments with respect to which (i) the limited partners of Fund IV have received a drawdown notice or other written notice of reservation prior to such date, or (ii) Fund IV has an existing investment. The General Partner and its affiliates may, but will not be required to, present to the Partnership any opportunity relating to (i) investments in companies with substantial real estate holdings that am required by the terms of the partnership agreements of the Other Blackstone Funds to be presented to such funds, (ii) investments in properties containing premises of Blackstone or any affiliate, (iii) transactions that would be precluded or materially limited by applicable law or regulation, and (iv) investments that individually do not exceed €20,000,000 of equity. (Sec Section V: "Risk Factors and Potential Conflicts of Interest—Other Blackstone Funds; Portfolio Companies," "— Conflicting Fiduciary Duties to Debt Funds" and "—Other Real Estate Funds.") Limited Partners' Co-Investment Rights: Opportunity to Provide Financing: The General Partner may offer Limited Partners and other third parties the opportunity to co-invest in particular Investments alongside the Partnership and any Parallel Funds. Co-investment opportunities offered to Limited Partners will be allocated as determined by the General Partner in its discretion. The terms and conditions of any co-investment opportunities will be determined by the General Partner in its discretion but also may be negotiated by the General Partner and the potential co-investor on a case-by- case basis. The General Partner may, in its sole discretion, request proposals from certain Limited Partners or their affiliates to provide debt financing in connection with any Investment for any amount up to the full amount being sought by the ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001879 EFTA00237510

Summary Terms of the Partnership General Partner. Any such financing would be in addition to funds provided in accordance with such Limited Partners' Capital Commitments and will not reduce the unused Capital Commitment of such Limited Partner. The General Partner, in its sole discretion, will determine which proposals, if any, are acceptable to the Partnership. Alternative Investment Alternative investment vehicles in which one or more Limited Partners make a Vehicles; Parallel Funds; particular Investment outside of the Partnership may be used if it is Feeder Funds: determined by the General Partner to be in the best interests of a Partner or the Partners, subject to certain restrictions. (See Section VI: "Regulatory, Tax, and ERISA Considerations.") Additional partnerships or other vehicles (referred to herein as -Parallel Funds") may be formed to invest with the Partnership to accommodate the special legal, tax, regulatory, accounting or other needs or considerations of certain investors. Such arrangements will have economic terms no more favorable than those of the Partnership. All references herein to the Partnership will also be references to the Parallel Funds unless the context otherwise indicates. In addition, the General Partner expects to form one or more non-U.S. entities ("Feeder Funds") available to certain tax-exempt and certain other investors for the purpose of making their investment in BREP Europe V or an alternative investment vehicle through such non-U.S. entity. Such a Feeder Fund will elect to be treated as a non-U.S. corporation for U.S. federal income tax purposes. Investors in a Feeder Fund will have indirect interests in BREP Europe V or an alternative investment vehicle on the same economic terms as other investors in BREP Europe V or an alternative investment vehicle. U.S. tax-exempt investors that invest through a Feeder Fund will generally derive returns from Investments in the form of dividends or capital gain, which are generally excluded from "unrelated business taxable income" so long as such investors' acquisition of interests in a Feeder Fund are not debt financed. A Feeder Fund generally will not be subject to U.S. taxes and will otherwise generally be treated as a non-U.S. investor. (See Section VI: "Regulatory, Tax, and ERISA Considerations.") General Partner/ The General Partner cannot assign its responsibilities to the Partnership nor Investment Advisor can it be substituted for or replaced as the General Partner of the Partnership Structure: (other than to an affiliate) without the consent of 66 2/3% in interest of the Combined Limited Partners. A majority-in-interest in interest of the Combined Limited Partners may remove the General Partner without "cause" and 75% in interest of the Combined Limited Partners may cause the dissolution of the Partnership or terminate the Investment Advisory Agreement with the Investment Advisor. Advisory The General Partner will select an advisory committee (the 'M. Advisory Committee: Committee") consisting of representatives of Combined Limited Partners that are not affiliates of Blackstone. The purpose of the M. Advisory Committee will be, among other things, (i) to review and approve the General Partner's valuations for the purposes of determining writedowns (and subsequent adjustments thereto), if any. relating to Investments for use in calculating Carried Interest Distributions. (ii) to review and approve or disapprove any potential conflicts of interest between the Partnership and the General Partner ER305378-MAXWELL Blackstone Real Estate Partners Europe V 33 CONFIDENTIAL UBSTERRAMAR00001880 EFTA00237511

Summary Terms of the Partnership or Blackstone, (iii) to review certain fees received by the Investment Advisor and its affiliates in connection with Investments, (iv) to give consents required of the "client" under the U.S. Investment Advisers Act of 1940, as amended, and (v) to provide guidance on other issues brought to it by the General Partner. No fees will be paid to the members of the M. Advisory Committee. The M. Advisory Committee will serve for the term of the Partnership. The General Partner may remove any member of the M. Advisory Committee by written notice thereto, subject to applicable notice and objection requirements. Incurrence of The Partnership may seek to incur or guarantee indebtedness (including Indebtedness: employing leverage to finance Investments or guaranteeing portfolio company obligations), which the General Partner will generally seek to structure on a basis that is non-recourse to the Partnership; provided, that the amount of any such cash borrowings by the Partnership shall not in the aggregate exceed 25% of Capital Commitments at any time excluding any amounts expected to be repaid within six months. However, the Partnership may enter into one or more credit facilities, guarantees or similar obligations that are recourse to the Partnership and may be secured by the Limited Partners' unused Capital Commitments as well as the Partnership's assets in order to enable the Partnership to make Investments or pay expenses without unused Capital Commitments being drawn down. To the extent that Partnership borrowings, guarantees or similar obligations are recourse to the Limited Partners (but solely to the extent of their unused Capital Commitments) or otherwise secured by their unused Capital Commitments (which includes an obligation of the General Partner to draw down unused Capital Commitments to satisfy such obligations), their unused Capital Commitments will be reduced by their pro rata share of such obligations while such obligations remain outstanding. A Limited Partner may be required to acknowledge its obligations to pay its share of such obligations up to the amount of its unused Capital Commitment. The General Partner may pledge the assets of the Partnership and convey a security interest to a lender of the obligations of the Partners to make Capital Contributions to the Partnership, any alternative investment vehicle, feeder, blocker and/or any Parallel Fund and perfect such security interest. The General Partner will give written notice to the Limited Partners if the Partnership enters into a credit facility that requires by its terms that a mandatory drawdown with respect to any borrowing or guarantee outstanding will occur if the Combined Limited Partners vote to remove the General Partner or cause the dissolution of the Partnership. The General Partner will make reasonable efforts to avoid any cross- guarantees or similar obligations for any Other Blackstone Fund that may invest with the Partnership as permitted herein (other than Parallel Funds and alternative investment vehicles). Following the date that is eighteen months following the Initial Closing Date, the General Partner shall not, without the consent of the •. Advisory Committee, cause the Partnership to acquire an Investment on any date if, after giving effect thereto, it would cause the Aggregate Investment Leverage Ratio on such date to exceed 85%, unless at the time of making such Investment the General Partner reasonably expects the Aggregate Investment ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001881 EFTA00237512

Summary Terms of the Partnership Leverage Ratio to be reduced to 85% or below within one hundred twenty (120) days thereafter. The "Aggregate Investment Leverage Ratio" means, on any date, the quotient obtained by dividing the Aggregate Investment Leverage on such date by the Base Capital Amount on such date. "Aggregate Investment Leverage" means, on any date, an amount equal to the sum of (i) the amount of aggregate outstanding borrowings and guarantees of loans by the Partnership on such date (other than those secured by the right to draw down unused Capital Commitments) the proceeds of which were used to acquire Investments and (ii) without duplication, the Partnership's pro rata share of the amount of aggregate outstanding borrowings and guarantees of loans on such date of any person controlled by the Partnership and in which the Partnership invests - Base Capital Amount" on any date means an amount equal to the sum of (i) the amount of aggregate Capital Contributions (including, solely for this purpose, the proceeds from borrowings and guarantees secured by the right to draw down Unused Capital Commitments and which were invested in such Investments) for all Investments that have not been Disposed of on such date, and (ii) the amount of Aggregate Investment Leverage on such date. For purposes hereof, any Investment where, at the time of the Partnership's acquisition thereof, the Aggregate Investment Leverage Ratio specific to such Investment (i.e., calculated as provided above but in each respect solely with reference to such Investment and its related Capital Contributions, and any borrowings or guarantees of loans specific thereto) is greater than 85% shall be excluded and disregarded from all calculations therein as if the Partnership had not made such Investment, to the extent and only to the extent the borrowings and guarantees of loans of the person in which the Partnership invests arc solely those incurred prior to such Investment (and arc therefore merely assumed as part of the transaction to which the Investment is subject. The General Partner shall not, in connection with the incurrence of any borrowings and/or guarantees of loans by the Partnership or persons in which the Partnership has made Investments, pledge or grant security interests in the Partnership's interests in more than one Investment (or the underlying assets of such Investments) on a combined basis unless (i) the General Partner determines in good faith that the Investments in question are of the same character or asset class (e.g., hotel, office, industrial, retail) (including for this purpose any de minimis additional assets related thereto or managed under any common platform) and (ii) aggregate Capital Contributions to the Investments in question so combined do not exceed an amount equal to 25% of the aggregate amount of the Capital Commitments and Parallel Fund capital commitments. Hedging: The Partnership may, but is not required to, enter into any bona fide hedging transactions (including derivative contracts or instruments) in connection with the acquisition, holding, financing, refinancing, restructuring or disposition of any Investment. Any amounts paid by the Partnership for or resulting from short sales and other derivative contracts or instruments entered into for hedging purposes and permitted pursuant to the Partnership Agreement will be considered a Partnership Expense relating to such Investment. Any distributions resulting from such sales, contracts, instruments or arrangements will be treated as Current Income or Disposition Proceeds, as reasonably ER305378-MAXWELL Blackstone Real Estate Partners Europe V 35 CONFIDENTIAL UBSTERRAMAR00001882 EFTA00237513

Summary Terms of the Partnership determined by the General Partner, from the Investment hedged thereby. If two or more Investments are hedged thereby. such payments or distributions will be allocated among such Investments as reasonably determined by the General Partner (Capital Contributions relating thereto will be similarly allocated.) In addition, if the General Partner deems it necessary or advisable, the General Partner may, in lieu of holding an Investment, structure an Investment as a derivative contract, instrument or similar arrangement designed to substantially replicate the benefits and risks of holding the otherwise permissible Investment. Defaults: The failure of a Limited Partner to pay its Capital Contributions or other obligations or any amount otherwise due pursuant to the Partnership Agreement within ten business days after notice of default is given to it will result in one or more of the following consequences (to be exercised in the sole discretion of the General Partner): (i) such Limited Partner will lose its right to transfer or vote its interest in the Partnership; (ii) such Limited Partner (A) will not be entitled to make any further Capital Contributions to the Partnership, (B) will be assessed up to a 75% reduction in its adjusted capital account and percentage interest in Investments. and/or (C) will forfeit to the Partnership (to be allocated to the other Partners) all distributions that it would otherwise receive for Investments in excess of Capital Contributions made by such Limited Partner less any actual or anticipated expenses, deductions or losses allocated to such Limited Partner (calculated taking into account the up to 75% reduction in its adjusted capital account and percentage interest described above); and (iii) the General Partner will have the right to cause the transfer, effective immediately upon written notice, of the defaulting Limited Partner's interest in the Partnership (see --Transferability of Interests and Withdrawal" below), in which event the defaulting Limited Partner will be required to transfer its interest in the Partnership at a transfer price equal to the amount of Capital Contributions made by such Limited Partner less any expenses, deductions, losses or distributions allocated to such Limited Partner and reduced by a percentage of up to 75% (which will first be offered to the other Partners on a pro rata basis). The General Partner reserves the right to pursue other remedies (including specific performance) in the event of a default and may apply and/or waive any of the foregoing remedies with respect to any defaulting Limited Partner in its sole discretion. With respect to defaults on Capital Contributions, in such case, each other Limited Partner may be requested to make an additional Capital Contribution or other payment with respect thereto, subject to certain limitations (including that the aggregate of the additional amount and such Limited Partner's Capital Contributions otherwise required to be made with respect thereto may not exceed 150% of the amount that otherwise was required to be contributed by such Limited Partner). Transferability of Except as described below under "—Transfer by or Withdrawal of ERISA, Interests and Private Foundation or BHC Limited Partners" below. no Limited Partner will Withdrawal: be permitted to withdraw from the Partnership or to withdraw any portion of its capital account. A Limited Partner may not assign, sell, exchange, grant a security interest over or transfer its interest in the Partnership without the consent of the General Partner (which consent may not be unreasonably withheld), except that certain assignments by operation of law or to affiliates ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001883 EFTA00237514

Summary Terms of the Partnership Transfer by or Withdrawal of ERISA, Private Foundation or BHC Limited Partners: Key Person Rights: will be permitted without the General Partner's consent: provided, that no such assignee will be admitted as a substituted Limited Partner without the consent of the General Partner (which consent may be given or withheld in its sole discretion). Transfers to non-affiliates of a Limited Partner will be subject to a right of first offer. Notwithstanding the foregoing or the transfer circumstances described in below under "—Transfer by or Withdrawal of ERISA. Private Foundation or BHC Limited Partners", no transfer of a Limited Partner's interest may be made unless the General Partner determines such transfer would not, among other factors more fully described in the Partnership Agreement, violate applicable law or regulation applicable to the Partnership or the interest to be transferred or cause the Partnership to be subject to certain law or regulation. A Limited Partner's unused Capital Commitment may be reduced to zero in certain limited circumstances solely relating to legal and regulatory matters. The General Partner may, subject to certain limitations, cause a withdrawal of a Limited Partner from the Partnership if such Limited Partner's continued participation would be reasonably likely to violate any law or regulation applicable to the Partnership or a written policy or established practice to which a Limited Partner is subject and which was adopted by such Limited Partner to comply with applicable U.S. state law. Under certain circumstances, the General Partner may permit or require the complete or partial withdrawal of, or the transfer of the interests in the Partnership of, Limited Partners that are (or their assets are deemed to be the assets of) employee benefit plans, or other retirement plans or arrangements or may take certain other actions, in order to prevent the assets of the Partnership from being considered "plan assets." (See Section VI: "Regulatory, Tax, and ERISA Considerations.") In addition, in the case of private foundation Limited Partners, the General Partner may permit or require, under certain circumstances, the withdrawal of such Limited Partners in order to prevent the imposition of certain excise taxes or a material violation of, or a material breach of the fiduciary duties by its trustees or governing board under, any U.S. federal or state law applicable to private foundations or any rule or regulation adopted thereunder by any agency, commission or authority having jurisdiction thereon or certain investment policies. The General Partner may also permit the withdrawal of, or the transfer of the interest in the Partnership of, Limited Partners that arc subject to the U.S. Bank Holding Company Act (the "BHC Act") or related rules, or may take certain other actions in order to prevent any violation of the BHC Act. The Partnership may issue a subordinated note to a withdrawing Limited Partner in order to evidence the Partnership's obligation to such Limited Partner if cash and/or securities are not available at the time of such withdrawal. If both (a) Jonathan Gray ceases to devote the Required Involvement and (b) there are not at least two of Kenneth Caplan, Anthony Myers and James Seppala devoting the Required Involvement (any such event being referred to herein as a "Key Person Event"), then the General Partner will give each Limited Partner written notice of the Key Person Event within five (5) business days thereof. Within sixty days of the Key Person Event, 66 2/3% in ER305378-MAXWELL Blackstone Real Estate Partners Europe V 37 CONFIDENTIAL UBSTERRAMAR00001884 EFTA00237515

Summary Terms of the Partnership interest of the Combined Limited Partners may vote to cause a termination of the Investment Period; provided, that such vote will not prevent the Partnership from closing on commitments it entered into prior to such determination by the Limited Partners or making "follow-on" Investments. "Required Involvement" shall mean (x) with respect to Jonathan Gray, such person is actively involved in the business of the Partnership, the Real Estate Funds and their respective investments and Blackstone's real estate activities generally; and (y) with respect to each of Kenneth Caplan, Anthony Myers and James Seppala, such person is devoting substantially all of his business time to the Partnership, the Real Estate Funds and their respective investments and Blacicstone's real estate activities generally and, in each case, matters relating thereto. Structure of The Partnership may invest directly in Investments or may acquire Investments: Investments through one or more affiliated companies, partnerships, limited liability companies, real estate investment mists or other vehicles, although the Partnership reserves the right to utilize other investment structures if such structures are in the best interests of the Partners. Limitation of Liability; Indemnification: None of the General Partner, the Investment Advisor, their affiliates or any of their respective members, partners, directors, officers, employees, agents, or certain other persons who serve at the request of the General Partner or the Investment Advisor on behalf of the Partnership ("Indemnitees") will be liable to the Partnership or any Limited Partner for any act or omission by it in the absence of actual fraud, willful misconduct, a material violation of securities laws, breach of fiduciary duty (it being understood that, subject to applicable law, taking or omitting to take any actions that the General Partner was expressly permitted or required to take or omit for its own account pursuant to the Partnership Agreement will not be deemed a breach of fiduciary duty), a material breach of the Partnership Agreement or the Investment Advisory Agreement or gross negligence (within the meaning of New York law) on its part, or for losses due to the negligence, dishonesty, actual fraud or bad faith of brokers or other agents of the General Partner or the Partnership and provided they act in a manner in which they in good faith believe to be in or not opposed to the best interests of the Partnership, and, in the case of a criminal action or proceeding where the person involved had no reasonable cause to believe his conduct was unlawful. The Partnership will indemnify each Indemnitce against any loss, damage or expense incurred by it on behalf of or in connection with the affairs of the Partnership, except to the extent arising out of its actual fraud, willful misconduct, a material violation of securities laws, breach of fiduciary duty (it being understood that, subject to applicable law, taking or omitting to take any actions that the General Partner was expressly permitted (other than the general authority of the General Partner to operate the Partnership) or required to take or omit for its own account pursuant to the Partnership Agreement will not be deemed a breach of fiduciary duty), a material breach of the Partnership Agreement or the Investment Advisory Agreement or gross negligence (within the meaning of New York law) and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful or such liabilities did not arise solely out of a dispute between or among members of the General Partner, the Investment Advisor or their affiliates. The General Partner may ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001885 EFTA00237516

Summary Terms of the Partnership have the Partnership purchase, at the Partnership's expense, insurance to insure the Partnership and any Indemnitec against liability in connection with the activities of the Partnership. Members of the e. Advisory Committee (and the Limited Partners that appointed them) and any other advisory committee formed by the General Partner will be entitled to the protection of customary indemnification and limitation of liability provisions. Reports: The Partnership will use its reasonable efforts to send all Partners within 90 days after the end of each fiscal year of the Partnership (subject to reasonable delays in the event of late receipt of any necessary information) an audit report including a balance sheet and statements of income and changes in Partners' equity and changes in cash flows, prepared in accordance with U.S. generally accepted accounting principles plus a schedule and summary description of the Investments owned by the Partnership at year-end and a statement for each Partner of its capital account and tax information necessary for completion of its tax returns (subject to reasonable delays in the Partnership receiving information needed to prepare such tax information from entities in which it holds a direct or indirect interest). The Partnership will also send the Partners reports regarding the activities of the Partnership on a quarterly basis. Amendments to the The Partnership Agreement may be amended from time to time with the Partnership Agreement; consent of the General Partner and generally a majority in interest of the Entire Agreement: Combined Limited Partners, except that no amendment may increase any Partner's Capital Commitment, reduce its share of the Partnership's distributions, income, gains or losses, increase the Management Fees payable with respect to the Limited Partners to the Investment Advisor, or change the amendment provisions in a manner adverse to a Partner, without the consent of such Partner, and except that certain amendments may also require the vote of a specific group of Limited Partners uniquely affected by such amendment. The General Partner may also amend the Partnership Agreement without the consent of any Limited Partner in connection with any negotiations with Limited Partners that are admitted to the Partnership after the Initial Closing Date so long as such changes do not adversely affect the interests, rights or obligations of any existing Limited Partner; provided, that any such amendments will be sent to the Limited Partners at least 10 calendar days prior to their effectiveness, and if at least 15% in interest of the Limited Partners object in writing thereto during such 10-day period, then any such amendments will be subject to approval in the manner described in the Partnership Agreement. The General Partner may enter into a side letter or other similar agreement with a particular Limited Partner in connection with its admission to the Partnership as a Limited Partner therein without the approval of any other Limited Partner. N% hich would have the effect of establishing rights under or altering or supplementing the terms of the Partnership Agreement with respect to such Limited Partner. Any rights established, or any terms of the Partnership Agreement altered or supplemented, in a side letter with a Limited Partner shall govern solely with respect to such Limited Partner (but not any of such Limited Partner's assignees or transferees unless so specified in such side letter) notwithstanding any other provision of the Partnership Agreement. ER305378-MAXWELL Blackstone Real Estate Partners Europe V 39 CONFIDENTIAL UBSTERRAMAR00001886 EFTA00237517

Summary Terms of the Partnership (Sec Section V: "Risk Factors and Potential Conflicts of Interest—Side Agreements.') ERISA Considerations: Risk Factors and Potential Conflicts of Interest: Tax Considerations: The General Partner will use reasonable best efforts to either (i) limit equity participation by "benefit plan investors" (within the meaning of Section 3(42) of ERISA) to less than 25% of the total value of each class of equity interests in the Partnership or (ii) structure investments of the Partnership and operate the Partnership in such a manner so as to qualify the Partnership as a "venture capital operating company" or "real estate operating company", so that the underlying assets of the Partnership should not constitute "plan assets" of plans subject to Tide I of ERISA or Section 4975 of the Code which invest in the Partnership. Prior to the closing date of the Partnership's first Investment (the "Initial Investment Date"), Partners that are benefit plan investors subject to Tide I of ERISA or Section 4975 of the Code ("ERISA Partners') and other Limited Partners may be required to make direct payments for Partnership Expenses, Organizational Expenses and/or Management Fees; provided that, if on any payment date which is prior to the Initial Investment Date ERISA Partners hold 25% or more of the total value of any class of equity interests in the Partnership, then in lieu of being required to make direct payments for Management Fees which would otherwise be required to be made on such payment date, each ERISA Partner will, and other Limited Partners may be required to, make a capital contribution for such Management Fees on the Initial Investment Date. ERISA Partners may also be required to fund their capital contributions for the Partnership's first Investment, Management Fees, Organizational Expenses and/or Partnership Expenses into an escrow account as set forth in the Partnership Agreement. Potential investors should carefully review the ERISA matters discussed under Section VI: "Regulatory, Tax, and ERISA Considerations" and should consult with their own advisors as to the consequences of making an investment in the Partnership. Potential investors should also consult with their own advisors as to the consequences of making an investment indirectly in an alternative investment vehicle through an intermediate entity. (See Section VI: "Regulatory, Tax, and ERISA Considerations") Prospective investors should carefully review the matters discussed under Section V: "Risk Factors and Potential Conflicts of Interest." It is intended that, for U.S. federal income tax purposes, the Partnership will be treated as a partnership and not as a "publicly traded partnership" taxed as an association within the meaning of Section 7704 of the Code. Income or gain of the Partnership may be subject to withholding, income or other tax in the jurisdictions where Investments are made. This Memorandum does not address these tax consequences. An investment in the Partnership has many tax consequences. Investors should carefully review the matters discussed in Section VI: "Regulatory, Tax, and ERISA Considerations" and are advised to consult with their own advisors as to the consequences of making an investment in the Partnership. ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001887 EFTA00237518

Summary Terms of the Partnership Auditors: Deloitte & Touche I.I.P. U.S. Counsel for the Partnership and General Partner: Simpson Thacher & Bartlett LLP. Cayman Counsel for the Maples and Calder. Partnership and General Partner: ER305378-MAXWELL Blackstone Real Estate Partners Europe V 41 CONFIDENTIAL UBSTERRAMAR00001888 EFTA00237519

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Management of Blackstone Real Estate Partners Europe V III. Management of Blackstone Real Estate Partners Europe V Blackstone Real Estate Advisors a Delaware limited partnership, is registered with the U.S. Securities and Exchange Commission (the "SEC") as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended. Pursuant to an investment advisory agreement, Blackstone Real Estate Advisors M. and/or one or more of its affiliates (the "Investment Advisor") will provide investment advisory services to BREP Europe V and/or one or more holding companies through which BREP Europe V invests. The Investment Advisor will be responsible for initiating, structuring, and negotiating investments to be made by BREP Europe V. In addition, the Investment Advisor intends to manage each investment to seek to maximize cash flow and, ultimately, the disposition value of each investment. BREP Europe V's investment activity will be led by the three Senior Managing Directors in Europe. Anthony Myers is Head of Blackstone Real Estate Europe, James Seppala is Head of Europe Acquisitions, and Farhad Karim is the Chief Operating Officer of Blackstone Real Estate Europe. Andrew Lax is the Head of Asset Management Europe. In addition to the locally-based senior management team, BREP Europe V's investment activity will be overseen by Jonathan Gray, Global Head of Real Estate, Ken Caplan, Global Chief Investment Officer, Kathleen McCarthy, Global Chief Operating Officer, and William Stein, Global Head of Asset Management. All investment and disposition decisions of BREP Europe V will be reviewed and approved by the Investment Committee of its General Partner, which includes Stephen Schwarzman and Hamilton ('Tony") James as members. The Investment Committee process for BREP Europe V is the same process as all of the BREP Funds since inception, which emphasizes a consensus-based approach to decision making among the members. The senior Blackstone professionals expected to be involved in BREP Europe V's investment process are: Jonathan Gray is the Global Head of Real Estate and a member of the Board of Directors of Blackstone and is based in New York. He also sits on the firm's Management Committee. Since joining Blackstone in 1992, Mr. Gray has helped build the largest real estate platform in the world with $93 billion in investor capital under management. Blackstone's portfolio includes hotel, office, retail, industrial and residential properties in the United States, Europe, Asia and Latin America. Mr. Gray currently serves as Chairman of the Board of Hilton Worldwide, Chairman of the Board of Harlem Village Academies, and is a board member of the Trinity School. Mr. Gray and his wife, Mindy, established the Basser Research Center at the University of Pennsylvania School of Medicine, focused on the prevention and treatment of certain genetically-caused breast and ovarian cancers. Mr. Gray received a BS in Economics from the Wharton School, as well as a BA in English from the College of Arts and Sciences at the University of Pennsylvania, where he graduated magna cum laude and was elected to Phi Beta Kappa. Kenneth Caplan is a Senior Managing Director and Global Chief Investment Officer of the Real Estate group and is based in New York. Mr. Caplan is responsible for overseeing our investment strategy globally. Since joining Blackstone in 1997, Mr. Caplan played a key role in a variety of real estate acquisitions and initiatives in the United States, Europe and Asia. Before joining Blackstone, Mr. Caplan was at Lazard Frtres & Co. in the real estate investment banking group. Mr. Caplan is a Trustee of Prep for Prep. Mr. Caplan received an AB in Economics from Harvard University, where he graduated magna cum laude, was elected to Phi Beta Kappa and received the John Harvard Scholarship for highest academic achievement. Anthony Myers is a Senior Managing Director and Head Real Estate Europe and is based in London. Mr. Myers is responsible for the day-to-day management of the Real Estate group's investment activities and personnel in Europe. Since joining Blackstone in 2000, Mr. Myers has been involved in ER305378-MAXWELL Blackstone Real Estate Partners Europe V 43 CONFIDENTIAL UBSTERRAMAR00001890 EFTA00237521

Management of Blackstone Real Estate Partners Europe V a number of real estate investments. both in Europe and in the United States. Prior to joining Blackstone, Mr. Myers was Executive Vice President and COO at Balfour Holdings, Inc., a residential and commercial land development company acquired by affiliates of Blackstone in 1997. Before joining Balfour, Mr. Myers was an Associate Director in the Bear Stearns Real Estate group. Mr. Myers received a BSc with Honors in Civil Engineering from the University of Cape Town and an MBA from Columbia University. James Seppala is the Head of Europe Acquisitions and is based in London. Since joining Blackstone in 2011, Mr. Seppala has been involved in a number of Blackstone's investments in the United States and in Europe. Prior to joining Blackstone in 2011, Mr. Seppala was a Vice President at Goldman Sachs & Co, where he spent 10 years focused on equity and debt investment opportunities in Europe and the United States on behalf of Goldman Sachs's real estate private equity group. Mr. Seppala graduated magna cum laude from Harvard College. Farhad Karim is a Senior Managing Director and Chief Operating Officer of Real Estate Europe and is based in London. Since joining Blackstone in 2011, Mr. Karim has been involved in a number of real estate acquisitions, dispositions, and other initiatives throughout Europe. Prior to joining Blackstone, Mr. Karim was a partner at Simpson Thacher & Bartlett LLP where he worked on a variety of real estate transactions in Asia, Europe, and North America. Mr. Karim received a BA (Honors) from McGill University and both a Master in International Affairs and a JD from Columbia University. A.J. Agarwal is a Senior Managing Director in the Real Estate group and leads Blackstone's U.S. Core+ real estate business, Blackstone Property Partners, and is based in New York. Mr. Agarwal oversees the US Core+ business for the Real Estate group. He has been directly involved in a number of the Real Estate group's investments. Mr. Aganval joined Blackstone in 1992. Prior to joining the Real Estate group in 2010, Mr. Agarwal was a member of Blackstone's Financial Advisory Group, leading the firm's advisory practice in a number of areas, including real estate and leisurc/lodging. Mr. Agarwal graduated from Princeton University, where he graduated magna cum laude and Phi Beta Kappa and received an MBA from Stanford University Graduate School of Business. Michael Casey is a Senior Managing Director and Head of Investor Relations and Business Development for the Real Estate group. Before joining Blackstone in 2007, Mr. Casey worked at Cliffivood Partners LLC from 1998 to 2007, where he was the President of the firm. Prior to joining Cliffwood Partners LLC, he was a Managing Director and Senior Portfolio Manager of Heitman Capital Management. Prior to Heitman, he spent twelve years with JMB Realty Corporation and its affiliates on the investment side of the business. Mr. Casey received a BBA in Real Estate and Finance in 1980 and an MBA in Real Estate in 1983 from the University of Wisconsin-Madison. He serves on the Dean's Advisory Board for the University of Wisconsin-Madison School of Business. Frank Cohen is a Senior Managing Director and the Global Head of Core+ Real Estate and is based in New York. Since joining Blackstone in 1996, Mr. Cohen has been involved in a variety of investments across all property types. He received a BA from Northwestem University, where he graduated from the Honors Program in Mathematical Methods in the Social Sciences, with a double major in political science. He serves as a Trustee of the Urban Land Institute, as well as on the Kellogg Real Estate Advisory Council and WCAS Board of Visitors, both at Northwestem University. Giovanni Cutaia is a Senior Managing Director and Chief Operating Officer of Asset Management in the Real Estate group and is based in New York. Prior to joining Blackstone in 2014, Mr. Cutaia was at Lone Star Funds where he was a Senior Managing Director and Co-Head of Commercial Real Estate Investments Americas. Prior to Lone Star, Mr. Cutaia spent over 12 years at Goldman Sachs ER305378-MAXWELL 44 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001891 EFTA00237522

Management of Blackstone Real Estate Partners Europe V in its Real Estate Principal Investments Area as a Managing Director in its New York and London offices. Mr. Cutaia received a BA from Colgate University and an MBA from the Tuck School of Business at Dartmouth College. Stuart Grant is a Senior Managing Director and Head of Real Estate Asset Management Asia and is based in Hong Kong. He is responsible for the asset management of the Real Estate group's investments in Asia as well as the MB Asia Real Estate Fund. Before joining Blackstone in 2000, Mr. Grant was an International Executive at the Jardine Matheson Group hard in Asia from 1990 to 1999. He is a Director of DLF Southern Homes Ltd., is a former Trustee of The Great Steward of Scotland's Dumfries House Trust and also serves as a member of the North Asia Executive Committee of the Urban Land Institute. Mr. Grant holds a BSc (Honors) degree from the University of St. Andrews and a master's degree from New York University. Rob Harper is a Senior Managing Director and the Head of Europe for Blackstone Real Estate Debt Strategies and is based in London. Since joining Blackstone in 2002, Mr. Harper has been involved in analyzing Blackstone's real estate equity and debt investments across all property types. Mr. Harper previously worked for Blackstone in both New York and Los Angeles. Prior to joining Blackstone, Mr. Harper worked for Morgan Stanley's real estate private equity group in Los Angeles and San Francisco. Mr. Harper received a BS from the McIntire School of Commerce at the University of Virginia. Christopher Heady is a Senior Managing Director and Head of Real Estate Asia and is based in Hong Kong. Mr. Heady is responsible for die day-to-day management of the Real Estate group's investment activities and personnel in Asia. Since joining Blackstone in 2000, Mr. Heady has been involved in a variety of real estate acquisitions and initiatives in the U.S., Europe and Asia and played a key role in the Real Estate group's expansion in Asia, including investments in China, India, Japan and Australia. Before joining Blackstone, Mr. Heady was with Morgan Stanley in London, where he was involved in real estate private equity. Mr. Heady received a BA in Public Policy from the University of Chicago, where he graduated with honors. He currently serves on the Board of ANREV. Tyler Henritze is a Senior Managing Director in the Real Estate group and the Co-head of U.S. Acquisitions and is based in New York. Mr. Henritze helps oversee Blackstone's efforts to identify new investment opportunities in North America and has been involved in real estate investments across all property types. Before joining Blackstone in 2004, Mr. Henritze worked at Merrill Lynch, where he was an Analyst in the Real Estate Investment Banking group and was involved in a variety of debt, equity and transactions. Mr. Henritze currently serves as a board member of Hilton Worldwide, Motel 6 and BRE Select Hotel Corp. He also helped found and serves on the investment community board of CityYear New York. Mr. Hcnritzc received a BS in Commerce from The McIntire School at the University of Virginia where he graduated with distinction. Kathleen McCarthy is a Senior Managing Director and Global Chief Operating Officer in the Real Estate group and is based in New York. Ms. McCarthy oversees Real Estate Investor Relations and Business Development, Human Resources, Legal & Compliance and Finance. Previously she was responsible for marketing Blackstone's real estate private investment funds. Before joining Blackstone in 2010, Ms. McCarthy worked at Goldman Sachs, where she was a Vice President focused on investments for the Real Estate Principal Investment Area. Ms. McCarthy began her career at Goldman Sachs as an Analyst in the Mergers & Strategic Advisory Group within the Investment Banking Division. Ms. McCarthy received a BA with Distinction from Yale University. Nadeem Meghji is a Senior Managing Director in the Real Estate group and the Co-head of U.S. Acquisitions and is based in New York. Since joining Blackstone in 2008, Mr. Meghji has been involved in analyzing Blackstone's real estate investments across all property types. Before joining ER305378-MAXWELL Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001892 EFTA00237523

Management of Blackstone Real Estate Partners Europe V Blackstone, Mr. Meghji worked as an Associate at the Lionstone Group. Mr. Meghji received a BS in Electrical Engineering from Columbia University, where he graduated summa cum laude. He received a JD from Harvard Law School and an MBA from Harvard Business School. Alan Miyasaki is a Senior Managing Director in the Real Estate group and the Head of Asia Acquisitions and is based in Singapore. Since joining Blackstone in 2001, Mr. Miyasaki has been involved in transactions across all property types and since 2007 Mr. Miyasaki has worked to build Blackstone's real estate business in Asia. Before joining Blackstone, Mr. Miyasaki was with Starwood Capital Group, where he worked in acquisitions. Mr. Miyasaki received a BS in Economics from The Wharton School of the University of Pennsylvania, where he graduated cum laude. Michael Nash is a Senior Managing Director and the Global Head of Blackstone Real Estate Debt Strategies and is based in New York. Mr. Nash is a member of the Real Estate Investment Committee fix both Blackstone Real Estate Debt Strategies and Blackstone Real Estate Advisors. He is also Executive Chairman of Blackstone Mortgage Trust, a NYSE listed REIT, and is the Chief Executive Officer and the Chairman of the Board of the Blackstone Real Estate Income Funds, which is a complex of registered closed-end funds. Prior to joining Blackstone, Mr. Nash was with Merrill Lynch from 1997 to 2007 where he led the finn's Real Estate Principal Investment Group - Americas. Prior to 1997, Mr. Nash held various positions with Barclays Bank, Bank of Nova Scotia and Dcloitte Haskins & Sells. Mr. Nash received a B.S. in Accounting from State University of New York at Albany, as well as an . in Finance from the Stem School of Business at New York University. He currently serves as a member of the Board of Directors of Hudson Pacific Properties, Inc. and Landmark Apartment Trust of America, Inc. Tuhin Parikh is a Senior Managing Director in the Real Estate group and is based in Mumbai. Mr. Parikh is responsible for Blackstone's Real Estate operations in India. Since joining Blackstone in 2007, Mr. Parikh has been involved in identifying and evaluating Indian real estate investments across all property types. Before joining Blackstone, Mr. Parikh was the CFO and subsequently CEO of TCG Urban Infrastructure Holdings Ltd., a national level office developer and asset owner in India. Mr. Parikh received a Bachelor in Accountancy from Mumbai University and an MBA from the Indian Institute of Management (Ahmedabad). Stephen Navin is a Senior Managing Director in the Real Estate Debt Strategies group and Chief Executive Officer of Blackstone Mortgage Trust and is based in New York. Before joining Blackstone in 2012, Mr. Flavin was Chief Executive Officer of CT Investment Management Co., LLC, a commercial real estate investment manager and rated special servicer that was wholly owned by Capital Trust, Inc. and acquired by Blackstone. Mr. Plavin remains the Chief Executive Officer of Capital Trust, Inc. Prior to joining Capital Trust in 1998, Mr. Plavin was co-head of Global Real Estate for The Chase Manhattan Bank and Chase Securities Inc. During his tenure at Chase, from 1984 to 1998, Mr. Plavin also led business units responsible for commercial real estate loan origination, syndication, structured finance, portfolio management and REO sales. Mr. Plavin received a BA in English from Tufts University and an MBA in Finance, Accounting and Marketing from the J.L. Kellogg Graduate School of Management at Northwestern University. Jonathan Pollack is a Senior Managing Director and Chief Investment Officer of the Blackstone Real Estate Debt Strategies group and is based in New York. Since joining Blackstone in 2015, Mr. Pollack has been responsible for overseeing our debt investment strategy. Prior to Blackstone, Mr. Pollack was a Managing Director and Global Head of Commercial Real Estate, as well as Head of Risk for Structured Finance, at Deutsche Bank. Mr. Pollack joined Deutsche Bank in 1999 from Nomura Group. Mr. Pollack received a BA in Economics from Northwestern University. ER305378-MAXWELL 46 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001893 EFTA00237524

Management of Blackstone Real Estate Partners Europe V David Roth is a Senior Managing Director in the Real Estate group and is based in New York. Since joining Blackstone in 2006, Mr. Roth has been involved in sourcing and analyzing Blackstone's real estate investments in the U.S. and Latin America across all property types. Before joining Blackstone, Mr. Roth was a Principal in the acquisitions group at Walton Street Capital where he was involved in numerous real estate transactions Mr. Roth received a BA with a major in Government from Dartmouth College, where he graduated Phi Beta Kappa and magna cum laude. He also received a JD from New York University School of Law. Mr. Roth is also a Certified Financial Analyst Charterholder. William Stein is a Senior Managing Director and Global Head of Asset Management in the Real Estate group and is based in New York. Since joining Blackstone in 1997, Mr. Stein has been involved in the direct asset management and oversight of Blackstone's real estate investments globally. Before joining Blackstone, Mr. Stein was a Vice President at Heitman Real Estate Advisors and JMB Realty Corp. Mr. Stein received a BBA from the University of Michigan and an MBA from the University of Chicago. Stephen A. Schwarzman is Chairman, CEO and Co-Founder of Blackstone. Mr. Schwarzman has been involved in all phases of the firm's development since its founding in 1985. The firm is a leading global asset manager with $334 billion Assets Under Management (as of September 30, 2015). Mr. Schwarzman is an active philanthropist with a history of supporting education and schools. Whether in business or in philanthropy, he has always attempted to tackle big problems and find transformative solutions. In 2015, Mr. Schwarzman donated $150 million to Yale University to establish the Schwarzman Center, a first-of-its-kind campus center in Yale's historic "Commons" building. In 2013, he founded an international scholarship program, "Schwarzman Scholars," at Tsinghua University in Beijing to educate figure leaders about China. At $450 million, the program is modeled on the Rhodes Scholarship and is the single largest philanthropic effort in China's history coming largely from international donors. In 2007, Mr. Schwarzman donated $100 million to the New York Public Library on whose board he serves. Mr. Schwarzman is a member of The Council on Foreign Relations, The Business Council, The Business Roundtable. and The International Business Council of the World Economic Forum. He serves on the boards of The Asia Society, The Board of Directors of The New York City Partnership and The Advisory Board of the School of Economics and Management at Tsinghua University, Beijing. He is a Trustee of The Frick Collection in New York City and Chairman Emeritus of the Board of Directors of The John F. Kennedy Center for the Performing Arts. In 2007, Mr. Schwarzman was included in TIME's "100 Most Influential People." Mr. Schwarzman was awarded the Legion of France in 2007 and promoted to Officicr in 2010. Mr. Schwarzman holds a B.A. from Yale University and an . from Harvard Business School. He has served as an adjunct professor at the Yale School of Management and on the Harvard Business School Board of Dean's Advisors. In 2012, he was awarded an Honorary Degree from Quinnipiac University. Hamilton ("Tony") James is President and Chief Operating Officer of Blackstone, and a member of the board of directors of its general partner, Blackstone Group Management L.L.C. He is also a member of Blackstone's Management and Executive Committees and sits on each of the firm's investment committees. Before joining Blackstone in 2002, Mr. James was Chairman of Global Investment Banking and Private Equity at Credit Suisse First Boston and a member of the Executive Board. Prior to the acquisition of Donaldson, Lufkin & Jenrette by Credit Suisse First Boston in 2000, Mr. James was the Chairman of DLJ's Banking Group, responsible for all the firm's investment banking and merchant banking activities. Mr. James joined DU in 1975 as an Investment Banking associate. He became head of DLJ's global group in 1982, founded DU Merchant Banking, Inc. in 1985, and was named Chairman of the Banking Group in 1995. He is a Director of Costco Wholesale Corporation and Swift River Investments, Inc., and has served on a number of other corporate Boards. Mr. James is Trustee and member of The Executive Committee of The ER305378-MAXWELL Blackstone Real Estate Partners Europe V 47 CONFIDENTIAL UBSTERRAMAR00001894 EFTA00237525

Management ofBlackstone Real Estate Partners Europe V Second Stage Theatre, Trustee of The Metropolitan Museum of Art, Vice Chairman of Trout Unlimited's Coldwater Conservation Fund, Trustee of Woods Hole Oceanographic, Trustee of Wildlife Conservation Society, Advisory Board member of The Montana Land Reliance and Chairman Emeritus of the Board of Trustees of American Ballet Theatre. He is also a former member of the President's Export Council Subcommittee on Technology & Competitiveness. Mr. James graduated magna cum laude with a BA from Harvard College in 1973 and was a John Harvard Scholar. He earned an MBA with high distinction from the Harvard Business School and graduated as a Baker Scholar in 1975. In addition, the European Real Estate team consists of the following professionals: Abhishek Aganval is a Principal in the Real Estate group and is based in London. Since joining Blackstone, Mr. Agarwal has been involved in analyzing real estate investments in various property sectors across Europe. Mr. Agarwal serves on the board of Broadgate. Before joining Blackstone in 2008, Mr. Agarwal worked as a software developer with Microsoft, and was involved in the development of Microsoft Windows' Vista. Mr. Agarwal received a B. Tech. in Information Technology from the Indian Institute of Information Technology (IIIT), Allahabad, where he was placed on the Deans Merit List. He completed his MBA from the Indian Institute of Management (IIM) Bangalore where he graduated with the Gold medal. Samir Amichi is a Managing Director in the Real Estate group and is based in London. Since joining Blackstone in 2011, Mr. Amichi has been involved in analyzing real estate investments across several property types in Europe. Previously, Mr. Amichi spent seven years in Goldman Sachs' International real estate private equity group focused on equity and debt investment opportunities in Europe. Prior to that, he spent two years at The Richemont Group where he helped oversee the set-up and growth of its global real estate investment business. Mr. Amichi received an MSc in Management from the HEC business school in Paris, where he majored in Economics. Marc-Antoine Bouyer is a Managing Director in the Real Estate group and is based in London. Since joining Blackstone in 2006, Mr. Bouyer has been involved in a variety of European real estate acquisitions, disposals, financings, restructurings, and asset management across various property types. Before joining Blackstone, Mr. Bouyer worked at Lehman Brothers as an Analyst in the Paris- based corporate finance team for two years. Mr. Bouyer received an MSc in Management from the HEC business school in Paris, where he majored in Finance. Mr. Bouyer also holds a Master in International Management from the Community of European Management Schools (CEMS). Simon Davies is a Managing Director in the Real Estate group and is based in London. Since joining Blackstone in 2007, Mr. Davies has been involved with tax structuring and compliance matters relating to Blackstone Real Estate Partners' Europe funds. Before joining Blackstone, Mr. Davies was a Senior Manager in the Investment Management and Real Estate team at PricewaterhouseCoopers. Mr. Davies received an . in Chemical Engineering from Imperial College London and is a member of the Institute of Chartered Accountants of England and Wales. Jean-Christophe Dubois is a Managing Director in the Real Estate group and is based in London. Mr. Dubois is involved with portfolio, asset management and transaction activities across Europe. Prior to joining Blackstone in 2012, Mr. Dubois was a Managing Director at Archon, Goldman Sachs' European real estate and distressed loan management platform. Prior to that, Mr. Dubois held multiple leadership positions at Archon, including Head of Italian Management Platform (2009- 2012), Head of European Acquisition (2004-2009), Head of Loan Management (2000-2004) and Asset Manager (1996-2000). Mr. Dubois received a degree in engineering from Ecole Centrale de Marseille and a Master in Finance from ESCP Europe. ER305378-MAXWELL 48 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001895 EFTA00237526

Management of Blackstone Real Estate Partners Europe V Alia Elgazzar is a Principal in the Real Estate group and is based in London. Since joining Blackstone in 2012, Ms. Elgazazar has been involved in analyzing real estate investment opportunities across all property types in Europe. Before joining Blackstone, Ms. Elgazzar was a Vice President at Morgan Stanley, where she spent seven years focusing on equity and debt investment opportunities in Europe on behalf of Morgan Stanley's real estate private equity group. Ms. Elgazzar received a Bachelor of Laws with honors from University of London, U.K. Louis-Simon Ferland is a Managing Director in the Real Estate group and is based in London. Since joining Blackstone in 2010, Mr. Ferland has been involved in evaluating real estate investments across several property types throughout Europe. Before joining Blackstone. Mr. Ferland was an Associate at Merrill Lynch Global Principal Investments where he was imol ed in a variety of real estate acquisitions, primarily in Central and Eastern Europe. Prior to Merrill Lynch, Mr. Ferland was a corporate attorney in New York City. Mr. Ferland received a dual degree in Common and Civil Law from McGill University, where he graduated with Great Distinction, and an MBA from Columbia University. Alessandro Fiascaris is a Principal in the Real Estate group and is based in London. Since joining Blackstone in 2004, Mr. Fiascaris has been involved in real estate activities in Europe and Asia. Mr. Fiascaris received a BA in Mathematics from Cambridge University and an MBA from Stanford. Lama Kanazeh is a Managing Director in the Real Estate group and is based in London. Since joining Blackstone in 2008, Ms. Kanazch has focused her efforts on raising capital for Blackstone's private real estate and investment funds. Prior to joining Blackstone, Ms. Kanazch 'worked at Credit Suisse in London where she was an Associate in the Real Estate Finance group focusing on distribution of CMBS and high yield commercial real estate debt products. Prior to that, Ms. Kanazeh was an Analyst in the Consumer Products group, where she was involved in the analysis and execution of merger transactions and equity financings. Ms. Kanazeh received a BA in Economics and Political Science from Columbia University. Lemma Kataky is a Principal in the Real Estate group and is based in London. Since joining Blackstone in 2015, Ms. Kataky has been involved with asset management and transaction activities across Europe. Before joining Blackstone, Ms. Kataky was an Associate Director in The Carlyle Group's European real estate platform, where she spent seven years focused on investment opportunities across Europe. Ms. Kataky received a First Class (Honors) degree in Economics from the University of Durham. Anil Khera is a Managing Director in the Real Estate group and is based in London. Mr. Khera oversees the financing/capital markets activities of all of Blackstone's European real estate investments. Prior to joining Blackstone in 2006, Mr. Khera worked in the acquisitions team at Credit Suisse / DU Real Estate Capital Partners, Inc. in Los Angeles. Mr. Khera received an HBA from the Richard Ivey School of Business at the University of Western Ontario and is a trustee of Holy Trinity Swiss Cottage Church in London. Andrew Lax is a Managing Director and the Head of Asset Management Europe in the Real Estate group and is based in London. Since joining Blackstone in 2002, Mr. Lax has been involved in analyzing Blackstone's real estate investments in all property types, in both the United States and Europe. Before joining Blackstone, Mr. Lax worked in TD Securities' real estate group in Toronto where he was involved in the valuation of investments across all asset classes. Mr. Lax received a BC from the University of British Columbia, where he graduated with honors. James Lock is a Managing Director in the Real Estate group and is based in London. Mr. Lock leads asset management efforts for our London office portfolio. Since joining Blackstone in 2011, Mr. Lock has been involved in a number of Blackstone's investments in the office and retail sectors. ER305378-MAXWELL Blackstone Real Estate Partners Europe V 49 CONFIDENTIAL UBSTERRAMAR00001896 EFTA00237527

Management of Blackstone Real Estate Partners Europe V Prior to joining Blackstone, Mr. Lock was Head of Capital Markets at Balbmore Group and a Senior Director at CB Richard Ellis. Mr. Lock received honors in Real Estate Management from Oxford Brookes University. Jonathan Lurk is a Managing Director in the Real Estate group and is based in London. Mr. Lurie oversees the asset management of U.K. and European real estate equity and debt investments across all sectors, including residential, commercial office, retail and logistics. Prior to joining Blackstone in 2012, Mr. Lurie worked in a variety of real estate investment and management positions at Goldman Sachs / Whitehall Funds, Tishman Speyer and Morgan Stanley. in both New York and in London. Mr. Lurie holds an A.B. (highest honors) in economics from Princeton University and an MBA (honors) in Real Estate from the Wharton School, University of Pennsylvania Laurent Machenaud is a Principal in the Real Estate group and is based in London. He is involved with asset management and transaction activities across Europe. Before joining Blackstone in 2012, Mr. Machenaud was a Vice President at Archon, Goldman Sachs' European real estate management platform, where he spent eight years focused on equity and debt investment opportunities in Europe. Mr. Machenaud received a Master in Management from Bordeaux Business School. David McClure is a Principal in the Real Estate group and is based in London. Mr. McClure is involved in asset management activities across Europe, predominantly in the logistics and office sectors. Before joining Blackstone in 2014, Mr. McClure was an Investment Manager at Silverpeak Real Estate Partners, where he was responsible for the asset management of various French and U.K. investments. Prior to that, he worked at Deloitte, where he spent six years in Corporate Finance and Audit. Mr. McClure is a Chartered Accountant and has a degree in Law from Edinburgh University, U.K. McKie is a Managing Director in the Real Estate group and is based in London. Since joining Blackstone in 2010, Mr. McKie has been involved with the fund administration and accounting of the Blackstone Real Estate Partners' Europe funds. Before joining Blackstone, Mr. McKie was Head of Finance at Land Securities Group Plc. Prior to that, he was a Senior Manager in the Insurance and Investment Management team at PricewaterhouseCoopers. Mr. McKie received a BA (Hons) in Accounting and Financial Management from the University of Sheffield and is a member of the Institute of Chartered Accountants of England and Wales. Duco Merkens is a Principal in the Real Estate group and is based in London. Mr. Merkens is involved in analyzing real estate investments across several property types in Europe. Before joining Blackstone in 2010, Mr. Merkens was an Analyst at Goldman Sachs in the Real Estate & Leisure Investment Banking team for three years. Mr. Merkens received an MSc in Finance and an MSc in International Economics & Business from the University of Groningen in the Netherlands. Gabriel A. Petersen is a Managing Director in the Real Estate group and is based in London. Mr. Petersen is responsible primarily for asset management activities and oversees the firm's hospitality investments in Europe. He is also involved in acquisitions with a focus on the hospitality sector. Before joining Blackstone in 2007, Mr. Petersen worked for Westmont Hospitality Group as Director of Corporate Strategy and was involved in several aspects of the group's business worldwide, focusing on strategic and investment matters. Prior to Westmont, Mr. Petersen was with InterContinental Hotels where he worked in a number of corporate positions in both Europe and Asia. Mr. Petersen studied economics as an undergraduate and holds a Master Degree in Real Estate from Reading University Business School. He also studied Corporate Finance at London Business School. ER305378-MAXWELL 50 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001897 EFTA00237528

Management of Blackstone Real Estate Partners Europe V Diego San Jose is a Managing Director in the Real Estate group and is based in Madrid. Since joining Blackstone in 2005, Mr. San Jose has been involved in acquisitions across Europe, most recently focusing on acquisitions in Spain. Before joining Blackstone, Mr. San Jose worked in the leveraged finance group at BNP Paribas. Mr. San Jose received master's degrees from Universidad Autonoma de Madrid and Paris Dauphine, with an exchange program at LMU in Munich. Elmar Schoonbrood is a Principal in the Real Estate group and is based in London. Mr. Schoonbrood is involved in asset management activities across Europe and Turkey, predominantly in the retail and office sectors. Before joining Blackstone in 2014, Mr. Schoonbrood was with Sabal Financial Group M. (Oaktree Capital Management) where he was responsible for the European non-performing loan workout team. Prior to that, Mr. Schoonbrood was at Morgan Stanley and was with Credit Suisse where he worked in a variety of real estate and structured finance positions at Fitch Ratings and 1PD. Mr. Schoonbrood holds an MA in Real Estate from Kingston University and a BA in Business Administration from Fontys Hogescholen. Michael Slattery is a Managing Director in the Real Estate group and is based in London. Mr. Slattery is involved with portfolio, asset management and transaction activities across Blackstone Real Estate's European business. Before joining Blackstone in 2011, Mr. Slattery was a Director at Terra Firma Capital Partners focusing on private equity and real estate acquisitions, financings and restructurings. Prior to that, Mr. Slattery worked as an attorney at Clifford Chance based in London and Paris. Mr. Slattery holds a LLB (lions) in law from Trinity College Dublin. Michael Vrana is a Principal in the Real Estate group and is based in London. Since joining Blackstone in 2013, Mr. Vrana has been involved in analyzing real estate investment opportunities across all property types in Europe. Before joining Blackstone, Mr. Vrana was a Vice President at Goldman Sachs & Co., where he spent eight years focused on equity and debt investment opportunities in North America on behalf of Goldman Sachs' real estate private equity group. Mr. Vrana graduated from Duke University, where he was elected to Phi Beta Kappa, and received an MBA from Stanford Graduate School of Business. John Wong is a Principal in the Real Estate group and is based in London. Since joining Blackstone in 2010, Mr. Wong has been involved in asset and portfolio management activities across several property types in Europe. Before joining Blackstone, Mr. Wong worked at Tishman Speyer in London. Prior to that, he was with the Global Principal Investments Division at Merrill Lynch, where he was involved in a range of investment transactions. Mr. Wong received a BA in Economics from Cambridge University. In addition to the above, the team includes 35 dedicated acquisition and asset management Associates and Analysts, and is further supported by the Chief Financial Officer and Chief Compliance Officer of the Global Real Estate Group. Paul Quinlan is a Managing Director and Chief Financial Officer of the Blackstone Real Estate group and is based in New York. He is also the CFO of Blackstone Mortgage Trust. Mr. Quinlan was previously the CFO for the Blackstone Real Estate Debt Strategies group. Prior to this, he was a member of Blackstone Finance, where he served as Head of Financial Planning & Business Development. Mr. Quinlan also served as the CFO for Blackstone Advisory Partners M . Prior to joining Blackstone in 2010, Mr. Quinlan worked at Bank of America Merrill Lynch, focusing on strategic corporate and private equity investments. Mr. Quinlan received a BS in Finance from Georgetown University, where he graduated cum laude, and an MBA with Distinction from the Stern School of Business at New York University. ER305378-MAXWELL Blackstone Real Estate Partners Europe V 51 CONFIDENTIAL UBSTERRAMAR00001898 EFTA00237529

Management of Blackstone Real Estate Partners Europe V Judy Turchin is a Managing Director, General Counsel and Chief Compliance Officer of the Real Estate group and is based in New York. Since joining Blackstone in 2010, Ms. Turchin has been responsible for the oversight and coordination of the legal affairs and compliance responsibilities relating to Blackstone's global real estate business. Prior to joining Blackstone, Ms. Turchin was a Senior Vice President and Legal Officer at Lehman Brothers Real Estate Private Equity. Prior to that, she was with the law firm of Wachtel' Lipton Rosen & Katz in the real estate department. Ms. Turchin received a BA with Honors from Rutgers College, a Certificate in Government Studies from the Eagleton Institute of Politics and a JD from Fordham Law School. ER305378-MAXWELL 52 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001899 EFTA00237530

Overview ofBlackstone IV. Overview of Blackstone The Blackstone Group is one of the world's leading investment firms. Blackstone is based in New York, with offices in Beijing, Dubai, Dublin, Dusseldorf; Hong Kong, Houston, London, Los Angeles, Mexico City, Mumbai, Paris, Sao Paulo, Seoul, Shanghai, Singapore, Sydney, Tokyo and Toronto. Blackstone's alternative asset management businesses include investment vehicles focused on private equity, real estate, hedge fund solutions, non-investment grade credit, secondary funds and multi asset class exposures falling outside of other funds' mandates. The firm was founded in 1985 by Stephen A. Schwarzman, its current Chairman and CEO, and Peter G. Peterson (who retired from the firm in 2008). Hamilton E. "Tony" James serves as Blackstonc's President and Chief Operating Officer and J. Tomilson Hill serves as Vice Chairman. As of September 30, 2015, Blackstone had 106 Senior Managing Directors (including the above named individuals) and employed approximately 2,037 other investment professionals. The Blackstone Group M. is a publicly traded limited partnership that has common units which trade on the New York Stock Exchange under the symbol "BX." Information about the firm, including certain ownership, governance and financial information, is disclosed in the firm's periodic filings with the SEC, which can be obtained from the firm's website at or the SEC's website at www.sec.gov. Blackstone has a distinguished record as both investor and advisor. Throng)) its different investment businesses, as of September 30, 2015, Blackstone had total assets under management of approximately $333.9 billion. This is comprised of $93.2 billion in real estate funds, $91.5 billion in private equity funds, $68.4 billion in hedge fund solutions, and $80.8 billion in credit businesses. ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00001900 EFTA00237531

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Risk Factors and Potential Conflicts of Interest V. Risk Factors and Potential Conflicts of Interest Risk Factors The following considerations should be carefully evaluated before making an investment in the Partnership. As a result of these considerations, as well as other risks inherent in any investment, there can be no assurance that the Partnership's investment objectives will be achieved or that an investor will receive a return of the amount tt invested. Prospective investors should be aware that an investment in the Partnership involves a high degree of risk. An investor should only invest in the Partnership as a part of an overall investment strategy, and only tf the investor is able to withstand a total loss of its investment. No Assurance of Investment Return. The General Partner, the Investment Advisor and/or any of their affiliates cannot provide assurance that they will be able to choose, make, and realize investments in any particular Investment. There can be no assurance that the Partnership will be able to generate returns for its Partners or that the returns will be commensurate with the risks of investing in the types of properties or companies and transactions described herein. Them can be no assurance that any Partner will receive any distribution from the Partnership. All Investments involve the risk of loss of capital. Accordingly, an investment in the Partnership should only be considered by persons who can afford a loss of their entire investment. Past performance of investment entities associated with Blackstone and/or entities associated with the Partnership's investment professionals is not necessarily indicative of future results or performance and provides no assurance of future results. Real Estate Risks Generally. The Partnership's Investments will be subject to the risks inherent in the ownership and operation of real estate and real estate-related businesses and assets. Deterioration of real estate fundamentals generally, and in Europe in particular, may negatively impact the performance of the Partnership. These risks include, but are not limited to, those associated with the burdens of ownership of real property, general and local economic conditions, changes in environmental and zoning laws, casualty or condemnation losses, regulatory limitations on rents, decreases in property values, changes in the appeal of properties to tenants, changes in supply of and demand for competing properties in an area (as a result, for instance, of overbuilding), fluctuations in the average occupancy. operating income and room rates for hotel properties. the financial resources of tenants, changes in availability of debt financing which may render the sale or refinancing of properties difficult or impracticable, changes in building, environmental and other laws, energy and supply shortages. various uninsured or uninsurable risks. natural disasters, political events, changes in government regulations (such as rent control), changes in real property tax rates and operating expenses, changes in interest rates, and the availability of mortgage funds, which may render the sale or refinancing of properties difficult or impracticable, increased mortgage defaults, increases in borrowing rates, negative developments in the economy or political climate that depress travel activity, environmental liabilities, contingent liabilities on disposition of assets, acts of God, terrorist attacks, war and other factors that are beyond the control of Blackstone, the General Partner, or the Investment Advisor. In addition, in acquiring a property or stock in a public company, the Partnership may agree to lock-out provisions that materially restrict it from selling that property or stock for a period of time or that impose other restrictions, such as a limitation on the amount of debt that can be placed on that property. There can be no assurance that there will be a ready market for the resale of Investments because Investments will generally not be liquid. Illiquidity may result from the absence of an established market for the Investments, as well as legal or contractual restrictions on their resale by the Partnership. ER305378-MAXWELL Blackstone Real Estate Partners Europe V 3 5 CONFIDENTIAL UBSTERRAMAR00001902 EFTA00237533

Risk Factors and Potential Conflicts of Interest Investments in Land/New Development; Risk of Fraud The Partnership may acquire direct or indirect interests in undeveloped land or underdeveloped real property, which may often be non-income producing; provided, that not more than 15% of the aggregate amount of Capital Commitments may be invested at any time in non-income producing land (excluding entitled land for single and/or multi-family homes). To the extent that the Partnership invests in such assets, it will be subject to the risks normally associated with such assets and development activities. Such risks include, without limitation, risks relating to the availability and timely receipt of zoning and other regulatory or environmental approvals. the cost and timely completion of construction (including risks beyond the control of the Partnership, such as weather or labor conditions or material shortages) and the availability of both construction and permanent financing on favorable terms. These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of development activities once undertaken, any of which could have an adverse effect on the Partnership and on the amount of funds available for distribution to the Partners. Properties under development or properties acquired for development may receive little or no cash flow from the date of acquisition through the date of completion of development and may experience operating deficits after the date of completion. In addition, market conditions may change during the course of development that make such development less attractive than at the time it was commenced. In addition, investments in new development activities could be more susceptible to irregular accounting or other fraudulent practices. In the event of fraud by any company in which the Partnership invests, the Partnership may suffer a partial or total loss of capital invested in that company. There can be no assurance that any such losses will be offset by gains (if any) realized on the Partnership's other Investments. Risks of Acquiring Real Estate Property. In addition, the Partnership's Investments will be subject to various risks which may cause fluctuations in occupancy, rental rates, operating income and expenses or which may render the sale or financing of its properties difficult or unattractive. For example, following the termination or expiration of a tenant's lease there may be a period of time before the Partnership will begin receiving rental payments under a replacement lease. During that period, the Partnership will continue to bear fixed expenses such as interest, real estate taxes, maintenance and other operating expenses. In addition, declining economic conditions may impair the Partnership's ability to attract replacement tenants and achieve rental rates equal to or greater than the rents paid under previous leases. Increased competition for tenants may require the Partnership to make capital improvements to properties which would not have otherwise been planned. Any unbudgeted capital improvements that the Partnership undertakes may divert cash that would otherwise be available for distribution to Limited Partners. Ultimately, to the extent that the Partnership is unable to renew leases or re-let space as leases expire, decreased cash flow from tenants will result, which could adversely impact the Partnership's operating results. The Partnership may be required to expend funds to correct defects or to make improvements before an Investment in a property can be sold. No assurance can be given that the Partnership will have funds available to correct those defects or to make those improvements. In acquiring a property, the Partnership may agree to lock-out provisions that materially restrict it from selling that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed on that property. These factors and others that could impede the Partnership's ability to respond to adverse changes in the performance of its properties could significantly affect the Partnership's financial condition and operating results. In some instances, the principal asset of the lessee of a Partnership property may be only the tenant's improvements thereon, or the liability of the lessee may be limited to its interest in such improvements. In those cases, the Partnership will be required to rely on the lessee's equity interest in the improvements for its security. In the event of a default by a lessee or other premature termination of a lease, the ER305378-MAXWELL 56 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001903 EFTA00237534

Risk Factors and Potential Conflicts of Interest Partnership may experience delays in enforcing its rights as lessor, may incur substantial costs in protecting its investment and may experience an impairment of value. In addition, adverse changes in the operation of any property, or the financial condition of any tenant, could have an adverse effect on the Partnership's ability to collect rent payments and, accordingly, on its ability to make distributions to Limited Partners. A tenant may experience, from time to time, a downturn in its business which may weaken its financial condition and result in its failure to make rental payments when due. At any time, a tenant may seek the protection of applicable bankruptcy or insolvency laws, which could result in the rejection and termination of such tenant's lease or other adverse consequences and thereby cause a reduction in the distributable cash flow of the Partnership. No assurance can be given that tenants will not file for bankruptcy protection in the future or, if they do, that their leases will continue in effect. Residential Real Estate Investments. The Partnership may invest from time to time in residential development projects and financing opportunities relating to certain residential real estate assets or portfolios thereof. In such circumstances, the performance of such investments may become increasingly susceptible to adverse changes in prevailing economic and employment conditions in Europe. Blackstone's ability to invest in residential real estate-related opportunities (including providing financing for potential owners and operators of residential real estate assets or portfolios thereof) may depend upon its ability to strategically partner with established and sophisticated operating partners and third parties. Any downturn in the European or global economies may adversely affect the fmancial condition of residential owners and tenants, making it more difficult for them to meet their periodic repayment obligations relating to certain residential real estate properties, which could adversely impact the Partnerships' investment performance. In addition, there can be no assurance that the Partnership will be able to effectively partner with suitable operating partners and third parties in connection with its residential real estate-related investment activities, which may impact the Partnership's ability to effectively identify and consummate such investments. The Partnership may make investments directly or indirectly in residential mortgage loans (including loans that may be in default). If a residential mortgage loan is in default, foreclosure of such residential mortgage loan may be a lengthy and difficult process and may involve significant expenses. The ultimate disposition of a foreclosed property may yield a price insufficient to cover the cost of the foreclosure process and the balance attached to the defaulted mortgage loan. In addition, politicians, regulators, journalists, housing advocates and others have been critical of private investment firms such as Blackstone that have made investments in residential mortgage loans. Such scrutiny has included adverse media reports, protests and social media campaigns critical of Blackstone and other private investment firms, and may decrease the value and liquidity of the Partnership's investments, inhibit the Partnership's ability to make future investments, cause the Partnership to forego investment opportunities relating to residential mortgage loans and/or subject the Partnership to new legislation, litigation, changes in regulatory oversight and/or other consequences that could have a substantial negative effect on the anticipated return of the Partnership. For example, housing advocates in certain Spanish cities have sought to prohibit foreclosure practices through local ordinances. Although Blackstone has sought to ameliorate such scrutiny, including by providing more transparency to homeowners, there remains a material risk that continued social and political pressures may result in the adoption of burdensome laws or regulations, or changes in law or regulation, or in the interpretation or enforcement thereof, which are specifically targeted at the residential mortgage sector, or other changes that could adversely affect the Partnership and its investments. Ground Lease Investments. The Partnership may invest from time to time in real estate properties that are subject to ground leases. As a lessee under a ground lease, the Partnership may be exposed to the possibility of losing the property upon termination, or an earlier breach by the Partnership, of the ground lease, which may adversely impact the Partnership's investment performance. Furthermore, ground leases generally provide for certain provisions that limit the ability to sell certain properties subject to the lease. In order to assign or transfer rights and obligations under certain ground leases, the Partnership will ER305378-MAXWELL Blackstone Real Estate Partners Europe V 57 CONFIDENTIAL UBSTERRAMAR00001904 EFTA00237535

Risk Factors and Potential Conflicts ofInterest generally need to obtain consent of the landlord of such property. which, in turn, could adversely impact the price realized from any such sale. Highly Competitive Market for Investment Opportunities; Operators and Other Partners. The activity of identifying, completing and realizing attractive real estate investments that fall within the Partnership's investment objective is highly competitive and involves a high degree of uncertainty. The availability of investment opportunities generally will be subject to market conditions. In particular, in light of changes in such conditions, including changes in long-term interest rates, certain types of investments may not be available to the Partnership on terms that are as attractive as the terms on which opportunities were available to the BREP Funds and any of their respective predecessor fluids. The Partnership will be competing for Investments with other real estate investment vehicles, as well as individuals, publicly traded real estate investment trusts ("REITs"), financial institutions (such as investment and mortgage banks, pension funds and real estate operating companies), hedge funds, sovereign wealth funds and other institutional investors. Further, over the past several years. many real estate investment funds and publicly traded REITs have been formed and others have been consolidated (and many such existing funds have grown in size) for the purpose of investing in real estate assets, including distressed real estate assets, and which may invest in Europe. Additional real estate funds, vehicles and REITs with similar investment objectives may be formed in the future by other unrelated parties and further consolidations may occur (resulting in larger funds and vehicles). Consequently, it is expected that competition for appropriate investment opportunities will increase, thus reducing the number of investment opportunities available to the Partnership and adversely affecting the terms upon which Investments can be made. Purchasers of the Interests will not have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding the Investments to be made by the Partnership and, accordingly, will be dependent upon the judgment and ability of the General Partner and the Investment Advisor in sourcing transactions and investing and managing the capital of the Partnership. Furthermore, there can be no assurance that the Partnership will be able to locate, complete and exit Investments which satisfy the Partnership's rate of return objectives, or realize upon their values, or that the Partnership will be able to invest fully its committed capital. In addition, Blackstone's investment strategies in certain investments depend on its ability to enter into satisfactory relationships with joint venture or operating partners. There can be no assurance that Blackstone's current relationship with any such partner or operator will continue (whether on currently applicable terms or otherwise) with respect to the Partnership or that any relationship with other such persons will be able to be established in the future as desired with respect to any sector or geographic market and on terms favorable to the Partnership. Prior Performance of Blackstone Real Estate Investments. The investment objectives of the Partnership are different from the investment objectives of BREP VIII and its predecessor funds in that only a portion of those vehicles' investments were in European investments. In addition, the European markets in which the Partnership will primarily invest may differ significantly from the markets in which BREP Europe IV and its predecessor funds made their investments. Therefore, the investment performance of such funds (and, in particular, BREP VIII and its predecessor finds as it relates to non-European investments) is not necessarily relevant to an investment decision with respect to the Partnership. Investment in Troubled Assets. The Partnership may make substantial Investments in nonperforming, underperforming, other troubled assets or undercapitalized real estate companies which involve a degree of financial risk and are experiencing or are expected to experience severe financial difficulties that may never be overcome and, as a result, may lead to a loss of some or all of the Partnership's Investment. The investments may have been originated by financial institutions that are insolvent, in serious financial difficulty, or no longer in existence; and, as a result, the standards by which such investments were originated, the recourse to the selling institution, or the standards by which such investments are being serviced or operated may be adversely affected. For example, under U.S. law, in certain circumstances, lenders that have inappropriately exercised control of the management and policies of a debtor may have ER305378-MAXWELL 58 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001905 EFTA00237536

Risk Factors and Potential Conflicts of Interest their claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances under U.S. law, payments to the Partnership and distributions by the Partnership to the Limited Partners may be required to be returned if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Non-U.S. (including European) jurisdictions may present analogous or different credit issues. Bankruptcy laws may delay the ability of the Partnership to realize on collateral for loan positions held by it or may adversely affect the priority of such loans through doctrines such as equitable subordination. In addition, portfolio companies located in European jurisdictions may be involved in restructurings, insolvency proceedings and/or reorganizations that arc not subject to laws and regulations that arc similar to the U.S. Bankruptcy Code and the rights of creditors afforded in U.S. jurisdictions. To the extent such non-U.S. laws and regulations do not provide the Partnership with equivalent rights and privileges necessary to promote and protect its interest in any such proceeding, the Partnership's Investments in any such portfolio company may be adversely affected. Bankruptcy laws may, in certain jurisdictions, result in a restructuring of the debt without the Partnership's consent under the "cramdown" provisions of applicable bankruptcy laws and may also result in a discharge of all or part of the debt without payment to the Partnership. Investments in Open Market Purchases; Publicly Traded Securities. Although not anticipated to be a meaningful component of its investment strategy. the Partnership has the ability to invest in securities that are publicly traded and are, therefore, subject to the risks inherent in investing in public securities. In particular. the Partnership may not invest more than 25% of the aggregate amount of Capital Commitments at any time by means of open market purchases of publicly traded securities of real estate operating companies or other real estate-related companies; provided, that the foregoing limitation will not apply to open market purchases of securities made in connection with proposed transactions in relation to which it is the intent of the General Partner to seek to take the relevant business private by terminating the public listing or trading of such securities within one year of the purchase thereof. When investing in public securities, the Partnership may be unable to obtain fmancial covenants or other contractual rights, including management rights that it might otherwise be able to obtain in making privately negotiated investments. Moreover, the Partnership may not have the same access to information in connection with investments in public securities, either when investigating a potential investment or after making an investment, as compared to privately negotiated investments. Furthermore, the Partnership may be limited in its ability to make investments, and to sell existing investments, in public securities because Blackstone may be deemed to have material, non-public information regarding the issuers of those securities or as a result of other internal policies. The inability to sell public securities in these circumstances could materially adversely affect the investment results of the Partnership. In addition, an Investment may be sold by the Partnership to a public company where the consideration received is a combination of cash and stock of the public company, which may, depending on the securities laws of the relevant jurisdiction, be subject to lock-up periods. No Market for Limited Partnership Interests; Restrictions on Transfers. Interests in the Partnership have not been registered under U.S. Securities Act of 1933, as amended from time to time (the "1933 Act"), the securities laws of any U.S. state or the securities laws of any other jurisdiction and, therefore, cannot be sold unless they are subsequently registered under the 1933 Act and other applicable securities laws, or an exemption from registration is available. It is not contemplated that registration under the 1933 Act or other securities laws will ever be effected. There is no public market for the Interests in the Partnership and one is not expected to develop. Each Limited Partner will be required to represent that it is a qualified investor under applicable securities laws and that it is acquiring its Interest for investment purposes and not with a view to resale or distribution and that it will only sell and transfer its Interest to a qualified investor under applicable securities laws or in a manner permitted by the Partnership Agreement and consistent with such laws. A Limited Partners will not be permitted to assign, sell, exchange or transfer any of its interest, rights or obligations with respect to its Interest, except by operation of law, ER305378-MAXWELL Blackstone Real Estate Partners Europe V 59 CONFIDENTIAL UBSTERRAMAR00001906 EFTA00237537

Risk Factors and Potential Conflicts of Interest without the prior written consent of the General Partner, which consent may not be unreasonably withheld. In addition, the Partners, including the General Partner, will have a right of first offer with respect to transfers to non-affiliates of a Limited Partner. Except in extremely limited circumstances, voluntary withdrawals from the Partnership will not be permitted and will only ever be permitted with the consent of the General Partner. Limited Partners must be prepared to bear the risks of owning Interests for an extended period of time. Illiquid and Long-Term Investments. Investment in the Partnership requires a long-term commitment with no certainty of return. Most of the Investments will be highly illiquid, and them can be no assurance that the Partnership will be able to realize on any Investments in a timely manner. Although Investments by the Partnership may generate some current income, the return of capital and the realization of gains, if any, from an Investment will generally occur only upon the partial or complete disposition or refinancing of such Investment. While an Investment may be sold at any time, it is not generally expected that this will occur for a number of years after the Investment is made. Moreover, an Investment that initially consists of an interest in property may be exchanged, contributed or otherwise converted into private or publicly-traded stock of a corporation, interests in a limited liability company or other interests or property (and vice-versa), and any such exchange, contribution or conversion will likely not constitute a disposition under the Partnership Agreement of the type that results in investors receiving distributions, whether in-kind or otherwise. In addition, the Partnership will generally not be able to sell its securities publicly unless their sale is registered under applicable securities laws, or unless an exemption from such registration requirements is available. In addition, in some casts the Partnership may be prohibited by contract or legal or regulator• masons from selling certain securities for a period of time. The Partnership's Investments in commercial real estate properties am relatively illiquid in that there may not be ready buyers available and willing to pay fair value at the time the Partnership desires to sell. Over the longer term, if the Partnership were required to liquidate parts of its property portfolio for any reason, including in response to changes in economic or real estate market conditions, or as a result of the need to raise funds to support the Partnership's operations or to repay outstanding indebtedness, the Partnership may not be able to sell any portion of its portfolio on favorable terms or at all. Risk of Limited Number of Investments; Lack of Diversification. The Partnership is subject to restrictions on the size of Investments such that not more than 20% of the aggregate amount of Capital Commitments may be invested in any one Investment at any time (as more fully set forth in Section II: "Summary Terms of the Partnership—Investment Limitations") except that up to 37.5% thereof may be invested only in one Investment at any given time under circumstances where the General Partner believes in good faith that the amount invested in such Investment can be reduced to no more than 20% thereof within 180 days from the date of the initial investment therein; provided, that the foregoing limitations will not apply to an Investment comprising assets located in five or more different geographic submarkets so long as the Capital Commitments invested in any individual asset does not exceed 10% of the aggregate amount of Capital Commitments. As such, the Partnership may participate in a limited number of Investments and, as a consequence, the aggregate return of the Partnership may be substantially affected by the unfavorable performance of even a single Investment. For Investments where the General Partner intends to refinance all or a portion of the capital invested (directly or by selling assets), there is a risk that such refinancing may not be completed, which could result in the Partnership holding a larger percentage of Capital Commitments in a single Investment and asset type than desired and could result in lower overall returns. As described in "Investments in Land/New Development; Risk of Fraud" above, the Partnership is also subject to restrictions such that not more than 15% of the aggregate amount of Capital Commitments may be invested at any time in non-income producing land (excluding entitled land for single and/or multi-family homes). In addition, not more than 30% of the aggregate Capital Commitments may be invested by the Partnership at any time in Investments in (A) real estate assets (or pools thereof) located primarily in any one country in Europe ER305378-MAXWELL 60 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001907 EFTA00237538

Risk Factors and Potential Conflicts of Interest (excluding for this purpose, France, the United Kingdom and Germany) or (B) real estate companies that have a majority of their assets or derive a majority of their most recently completed fiscal year's revenues from sources in any one country in Europe (excluding for this purpose. France. the United Kingdom and Germany). Other than such restrictions, investors have no assurance as to the degree of diversification in the Partnership's Investments, either by geographic region or asset type. In addition, the Advisory Committee may waive any of the investment limitations with respect to any specific Investment. Future Investments Unspecified As of the date of this Memorandum, none of the Partnership's Investments have been identified. Limited Partners will therefore be relying on the ability of the General Partner and the Investment Advisor to select the Investments to be made. Non-Controlling Investments; Investments with Third Ponies The Partnership may hold a non- controlling interest in certain Investments and, therefore, may have a limited ability to protect its position in such Investments, although as a condition of investing in an Investment, the General Partner expects that appropriate rights generally will be sought to protect the Partnership's interests. In such cases, the Partnership will typically be significantly reliant on the existing management, board of directors and other shareholders of such companies, who may not be affiliated with the Partnership and whose interests may conflict with the interests of the Partnership. The Partnership may also co-invest with third parties through partnerships, joint ventures or other similar arrangements. Such Investments may involve risks in connection with such third-party involvement, including the possibility that a third-party partner or co- venturer may have financial difficulties, resulting in a negative impact on such Investment, may have economic or business interests or goals which arc inconsistent with those of the Partnership, or may be in a position to take (or block) action in a manner contrary to the Partnership's investment objectives, or the increased possibility of default by, diminished liquidity or insolvency of, the third party, due to a sustained or general economic downturn. In addition, the Partnership may in certain circumstances be liable for the actions of its third party partners or co-venturers. In those circumstances where such third parties involve a management group, such third parties may receive compensation arrangements relating to such Investments, including incentive compensation arrangements. Market Conditions. The Partnership's strategy in some Investments may be based, in part, upon the premise that real estate businesses and assets will be available for purchase by the Partnership at prices that the General Partner and the Investment Advisor consider favorable. Further, the Partnership's strategy relies, in part, upon local market recoveries continuing during the term of the Partnership. No assurance can be given that real estate businesses and assets can be acquired or disposed of at favorable prices or that the market for such assets will remain stable, recover or continue to improve, as the case may be, since this will depend, in part, upon events and factors outside the control of the General Partner and the Investment Advisor. In addition, there can be no assurance that current market conditions may not deteriorate during the life of the Partnership, which could have a materially adverse effect on the assets of the Partnership. Actual or perceived trends in real estate markets do not guarantee, predict or forecast future events, which may differ significantly from those implied by such trends. Volatility of Credit Markets May Affect Ability to Finance and Consummate Investments. The volatility of the global credit markets (and in particular, the recent deterioration, disruption and extraordinary volatility of the credit markets in Europe) has made it more difficult for financial sponsors like Blackstone to obtain favorable financing for investments. A widening of credit spreads, coupled with the extreme volatility of the global debt markets (in particular, in Europe) and a rise in interest rates, has dramatically reduced investor demand for high yield debt and senior bank debt, which in turn has led some investment banks and other lenders to be unwilling to finance new private equity investments or to only offer committed financing for these investments on unattractive terms. The Partnership's ability to generate attractive investment returns for its Limited Partners will be adversely affected to the extent the Partnership is unable to obtain favorable financing terms for its investments. Moreover, to the extent that such marketplace events are not temporary and continue, they may have an adverse impact on the FR305378-MAXWELL Blackstone Real Estate Partners Europe V 61 CONFIDENTIAL UBSTERRAMAR00001908 EFTA00237539

Risk Factors and Potential Conflicts ofInterest availability of credit to businesses generally and could lead to an overall weakening of European, as well as U.S. and global economies. Such an economic downturn could adversely affect the financial resources of corporate borrowers in which the Partnership has invested and result in the inability of such borrowers to make principal and interest payments on outstanding debt when due. In the event of such defaults, the Partnership may suffer a partial or total loss of capital invested in such companies, which could, in turn, have an adverse effect on the Partnership's returns. Such marketplace events also may restrict the ability of the Partnership to sell or liquidate investments at favorable times or for favorable prices. Leverage. The Partnership intends to utilize significant leverage to finance the Partnership's Investments in a manner the General Partner believes is prudent. (Sec Section II: "Summary Terms of the Partnership—Incurrence of Indebtedness.") The use of leverage involves a high degree of financial risk and will increase the exposure of the Investments to adverse economic factors such as rising interest rates, downturns in the economy or deteriorations in the condition of the Investments. The General Partner may also obtain leverage at the fund level on a deal by deal basis. (See Section II: "Summary Terms of the Partnership—Incurrence of Indebtedness.") Although borrowings by the Partnership have the potential to enhance overall returns that exceed the Partnership's cost of funds, they will further diminish returns (or increase losses on capital) to the extent overall mums are less than the Partnership's cost of funds. In addition, borrowings, by the Partnership may be secured by the Limited Partners' Capital Commitments as well as by the Partnership's assets; provided, that the aggregate amount of any such borrowings or guaranties by the Partnership of cash borrowings by an entity in which an Investment is held will not in the aggregate exceed 25% of capital commitments at any time, excluding any amounts expected to be repaid within six months. In connection with one or more credit facilities entered into by the Partnership, distributions to the Limited Partners may be subordinated to payments required in connection with any indebtedness contemplated thereby. If the Partnership defaults on secured indebtedness, the lender may foreclose and the Partnership could lose its entire Investment in the security for such loan and/or the lender may issue a drawdown notice for the purpose of repaying the secured indebtedness. A credit facility at the fund level may place restrictions on payments to equity holders, including prohibitions on payments in the event of any default (or continuance thereof) under the credit facility. (See also "—Other Blackstone Funds; Allocation of Investment Opportunities" below.) The Partnership expects to incur indebtedness and/or guarantees to fund Investments using proceeds derived through fund-level borrowings (e.g., a secured subscription credit facility) on a long-term basis and/or in advance of calling capital from Limited Partners, which may be on a several, joint and several or cross-collateralized basis (which may be on an investment-by-investment or portfolio wide basis) with the BREP Co-Investors and/or Other Blackstone Funds. While such arrangements may be joint and several with respect to the Partnership, such arrangements may not necessarily impose reciprocal joint and several obligations on such other vehicles. The costs and expenses of any such borrowings will generally be allocated among the Partnership and such other vehicles or funds pro rata (and to the Limited Partners pro rata), which will increase the expenses borne by Limited Partners and would be expected to diminish net investment returns. Furthermore, as a result of the incurrence of indebtedness on a joint and several or cross-collateralized basis, the Partnership may be required to contribute amounts in excess of its pro rata share, including additional capital to make up for any shortfall if such vehicles are unable to repay their pro rata share of such indebtedness. Moreover, the Partnership could also lose its interests in performing Investments in the event such performing Investments are cross-collateralized with poorly performing or non-performing Investments. After the eighteen month anniversary of the Initial Closing Date, the Partnership will not be permitted to acquire an Investment on any date if, after giving effect to such Investment, the Aggregate Investment Leverage Ratio on such date exceeds 85%, unless the M. Advisory Committee consents or if at the time such Investment is made the General Partner reasonably expects the Aggregate Investment Leverage Ratio to be reduced to 85% or below within one hundred twenty (120) days thereafter. Moreover, in connection with the incurrence of any borrowings and/or guarantees of loans by the Partnership or its ER305378-MAXWELL 62 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001909 EFTA00237540

Risk Factors and Potential Conflicts of Interest portfolio companies, the Partnership will not be permitted to pledge or grant security interests in its interests in more than one Investment (or the underlying assets of such Investments) on a combined basis unless (i) the General Partner determines in good faith that the Investments in question are of the same character or asset class (e.g., hotel, office, industrial, retail) and (ii) aggregate Capital Contributions to the Investments in question so combined do not exceed 25% of the aggregate Capital Commitments and Parallel Fund Capital Commitments. (See Section II: "Summary Terms of the Partnership—Incurrence of Indebtedness.") As such, the Partnership may be restricted in participating in certain Investments and, as a consequence, the aggregate return of the Partnership may be substantially affected. Tax-exempt investors should note that the use of leverage by the Partnership may create "unrelated business taxable income" and should refer to the discussion of "Certain Tax Considerations—Certain U.S. Tax Considerations—Tax-Exempt U.S. Investors" in Section VI: "Regulatory, Tax, and ERISA Considerations," including the discussion therein relating to the Feeder Fund that the General Partner expects to form for these purposes. Bridge Financings. From time to time, the Partnership may lend to one of its properties or companies on a short-term, unsecured basis in anticipation of a future issuance of equity or long-term debt securities. Such bridge loans would typically be convertible into a more permanent, long-term security; however, for reasons not always in the Partnership's control, such long-term securities may not be issued and such bridge loans may remain outstanding. In such events, the interest rate on such loans may not adequately reflect the risk associated with the unsecured position taken by the Partnership. In addition, Blackstone may extend such loans to the Partnership or a portfolio vehicle or entity or operating platform and its respective assets (each, a "Portfolio Vehicle') on a short-term basis on terms which are as favorable to the Partnership as the terms that could have been obtained at the time of such lending from a third-party lender and which will be disclosed to the M. Advisory Committee. Reliance on the General Partner and Investment Advisor. The General Partner and the Investment Advisor will have exclusive responsibility for the Partnership's activities, and, other than as set forth herein and in the Partnership Agreement, Limited Partners will not be able to make investment or any other decisions concerning management of the Partnership. In this regard, investors should note that as of the date of this Memorandum none of the Partnership's Investments have been identified. Accordingly, Limited Partners will be relying on the ability of the General Partner and the Investment Advisor to select the Investments to be made using the capital available to the Partnership. In addition, in connection with its activities on behalf of the Partnership, it is expected that the Investment Advisor will appoint The Blackstone Group International Partners LLP ("BGIP") as a sub-investment adviser to advise the Investment Advisor with respect to the Partnership's investment program, general advice and information relating to property markets and to assist in arranging transactions by or on behalf of the Partnership. Therefore, in managing the Partnership's activities the Investment Advisor will be relying on BGIP's advice and judgments. No person should purchase an Interest unless such person is willing to entrust all aspects of the management of the Partnership to the General Partner and the Investment Advisor (including for such purposes, BGIP). Recycling; Reinvestment. During the Investment Period, under certain circumstances and subject to certain conditions, proceeds distributable (or previously distributed) to the Partners that constitute a return of Capital Contributions may be retained and reinvested (or recalled for reinvestment) by the General Partner or used (or recalled for use) by the General Partner for any other proper purpose. Accordingly, a Partner may be required to fund for Investments an aggregate amount in excess of its Capital Commitment during the term of the Partnership, and to the extent such recalled or retained amounts are reinvested in Investments, a Limited Partner will remain subject to investment and other risks associated with such Investments. ER305378-MAXWELL Blackstone Real Estate Partners Europe V 63 CONFIDENTIAL UBSTERRAMAR00001910 EFTA00237541

Risk Factors and Potential Conflicts of Interest Failure to Make Payments If a Limited Partner fails to pay when due installments of its Capital Commitment to the Partnership or its portion of Management Fees, Organizational Expenses or any amount otherwise due under the Partnership Agreement. and the Capital Contributions made by non- defaulting Limited Partners and borrowings by the Partnership are inadequate to cover the defaulted Capital Contribution, the Partnership may be unable to pay its obligations when due. As a result, the Partnership may be subjected to significant penalties that could materially adversely affect the returns to the Limited Partners (including non-defaulting Limited Partners). If a Limited Partner defaults, it may be subject to various remedies as provided in the Partnership Agreement, including, without limitation, reductions in its capital account balance/percentage interest, a forced sale of its Interest at a discount and preclusion from participation in any further investments made in the Partnership. A default by a Limited Partner may also limit the Partnership's availability to incur borrowings and avail itself of what would otherwise have been available credit. The General Partner may, subject to certain limitations, require an additional funding of Capital Contributions from the non-defaulting Limited Partners to fund the shortfall caused by the defaulting Limited Partner(s). (See Section II: "Summary, Terms of the Partnership— Defaults.") Dilution from Subsequent Closings Limited Partners that are admitted or increase their Capital Commitment at subsequent closings on or prior to the Last Equalization Date will generally participate in existing Investments of the Partnership. diluting the interest of existing Limited Partners therein. Although such Limited Partners will contribute their respective pro rata share of previously made Capital Contributions (plus an additional amount thereon), there can be no assurance that this payment will reflect the fair value of the Partnership's existing Investments at the time such additional Limited Partners subscribe for Interests. Role of Real Estate Professionals. The success of the Partnership will depend in part upon the skill and management expertise of Blackstone's real estate professionals. The interests of these professionals in the General Partner and the Investment Advisor should tend to discourage them from withdrawing from participation in the Partnership's investment activities. However, them is ever increasing competition among alternative asset firms, financial institutions, private equity firms, investment advisors, investment managers, real estate investment companies, real estate investment trusts and other industry participants for hiring and retaining qualified investment professionals and there can be no assurance that such professionals will continue to be associated with the General Partner, the Investment Advisor or their affiliates throughout the life of the Partnership or that replacements will perform well. In addition, all decisions directly related to specific Investments must be approved by the Investment Committee. If Blackstone's real estate professionals cannot agree on any aspects of decisions with respect to the Partnership and its actual or potential Investments, the investment results of the Partnership may be adversely impacted. Certain of the senior and other professionals involved in the BREP Funds and their predecessors will not be part of the Blackstone team working on BREP Europe V. In addition, members of the investment team will work on other projects for Blackstone and its affiliates. Conflicts of interest may arise in allocating management time, services or functions, and the ability of the General Partner, the Investment Advisor and the members of the investment team to access other professionals and resources within Blackstone for the benefit of the Partnership as described in this Memorandum may be limited. Such access may also be limited by the internal compliance policies of Blackstone or other legal or business considerations, including those constraints generally discussed herein. Investments in Certain Jurisdictions. The Partnership will make Investments in Europe. Investments in jurisdictions outside of Europe may be made only if the non-European component of such Investment comprises a minority of the overall Investment in Europe and may involve certain risks not typically associated with investing in real estate businesses and assets in Europe, including risks relating to (i) currency exchange matters for investments, including fluctuations in exchange rates, and costs associated with conversion of investment principal and income from one currency into another (See "—Currency ER305378-MAXWELL 64 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001911 EFTA00237542

Risk Factors and Potential Conflicts ofinterest and Exchange Rate Risks" below); (ii) differences in conventions relating to documentation, settlement, corporate actions, stakeholder rights and other matters; (iii) differences between each of the European real estate markets, on the one hand, and those of other jurisdictions, on the other hand, including potential price volatility in and relative illiquidity of some European securities markets; (iv) certain economic, political and social risks, including potential exchange-control regulations, potential restrictions on foreign investment and repatriation of amounts invested, the risks associated with political, economic or social instability, including the risk of sovereign defaults, regulatory changc, and the possibility of expropriation or confiscatory taxation or the imposition of withholding or other taxes on dividends, interest, capital gains, other income or gross sale or disposition proceeds, and adverse economic and political developments; (v) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and differences in government supervision and regulation; (vi) less developed corporate laws regarding stakeholder rights, creditors' rights (including the rights of secured parties), fiduciary duties and the protection of investors; (vii) differences in the legal and regulatory environment or enhanced legal and regulatory compliance; (viii) political hostility to investments by foreign or private equity investors; and (ix) less publicly available information. While the General Partner intends, where deemed appropriate, to manage the Partnership in a manner that will minimize exposure to the foregoing risks (although the General Partner does not in the ordinary course expect to hedge long-term currency risks), there can be no assurance that adverse developments with respect to such risks will not adversely affect the assets of the Partnership that are held in certain countries. Prospective investors should also note the considerations discussed in Section VI: -Regulatory, Tax, and ERISA Considerations—Certain U.S. Tax Considerations—Tax Treatment of U.S. Limited Partners." While Investments in (A) real estate assets (or pools thereof) located primarily in any one country in Europe (excluding for this purpose, France, the United Kingdom and Germany) or (B) real estate companies that have a majority of their assets or derive a majority of their most recently completed fiscal years revenues from sources in any one country in Europe (excluding for this purpose, France, the United Kingdom and Germany) will be subject to a cap of 30% of aggregate Capital Commitments at any time, subject to such limitation the Partnership may invest in certain markets, which may include the following heightened risks (in addition to the other risks set forth herein with respect to the Partnership's investments generally). Political/Sovereign Risks in Certain Markets in Europe. The economies of certain individual markets in Europe, in particular, Eastern Europe and Turkey, may differ favorably or unfavorably from those of more economically developed markets in such respects as growth of gross domestic product, rate of inflation, currency depreciation, capital reinvestment, resource self-sufficiency and balance of payments position. Govemments of certain markets in Europe, in particular, Eastcm Europe and Turkey, have exercised and continue to exercise substantial influence over many aspects of the private sector. In some cases, the government owns and/or controls many companies, including some of the largest in the country. Accordingly, government actions could have a significant effect on economic and market conditions in certain European markets, in particular, Eastern Europe and Turkey. Government approvals may be required in connection with private transactions and such approvals may take a far longer period of time to obtain than in fully-developed markets. Moreover, certain markets in Europe, in particular, Eastern Europe and Turkey, generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been and may continue to be adversely affected by economic conditions in the countries with which they trade. With respect to certain markets in Europe, in particular, Eastern Europe and Turkey, there is the possibility of nationalization, expropriation or confiscatory taxation, possible seizure or nationalization of foreign deposits and possible adoption of governmental restrictions which might adversely affect ER305378-MAXWELL Blackstone Real Estate Partners Europe V 65 CONFIDENTIAL UBSTERRAMAR00001912 EFTA00237543

Risk Factors and Potential Conflicts of Interest the payment of principal and interest to investors located outside the country of the issuer, whether from currency blockage or otherwise, political changes, government regulation, economic or social instability, diplomatic developments (including war) or terrorism which could affect adversely the economies of such countries or the value of the Partnership's investments in those countries. The quality and reliability of official data published by the government or securities exchanges in emerging markets may not accurately reflect the actual circumstances being reported. In addition, the inter-relatedness of certain economics in Europe. in particular, Eastern Europe and Turkey, has deepened over the years, with the effect that economic difficulties in one country often spread throughout an applicable region. Furthermore, some of the securities may be subject to brokerage taxes levied by governments, which has the effect of increasing the cost of such investment and reducing the realized gain or increasing the realized loss on such securities at the time of sale. No assurance can be given that the Partnership's Investments will not be adversely affected by effects in countries outside of where such Investments are located. Investment and Repatriation Restrictions. Prior government approval for foreign investments may be required under certain circumstances in certain markets in Europe, including Eastern Europe and Turkey, and the process of obtaining these approvals may require a significant expenditure of time and resources. Furthermore, investments in companies in certain markets in Europe may require significant government approvals under corporate, securities, exchange control, foreign investment and other similar laws and may require financing and structuring alternatives that differ significantly from those customarily used in filly-developed countries. In addition, in certain countries, in particular, Eastern Europe and Turkey, such laws and regulations have been subject to frequent and unforeseen change, potentially exposing the Partnership to restrictions, taxes and other obligations that were not anticipated at the time an investment was initially made. Legal Framework and Corporate Governance in Certain Markets in Europe. Certain markets in Europe do not have well-developed legal frameworks. In particular, certain markets in Europe do not have well-developed shareholder rights, which could adversely affect the Partnership's minority investments. In these markets, there is often less government supervision and regulation of business and industry practices. stock exchanges, over-the-counter markets, brokers, dealers, counterparties and issuers than in other more established markets. Any regulatory supervision which is in place may be subject to manipulation or control. Certain European countries, in particular, Eastern Europe and Turkey, do not have mature legal systems comparable to those of more developed countries. Moreover, the process of legal and regulatory reform may not be proceeding at the same pace as market developments, which could result in investment risk. Legislation to safeguard the rights of private ownership may not yet be in place in certain areas, and there may be the risk of conflict among local, regional and national requirements. In certain cases, the laws and regulations governing investments in financial instruments may not exist or may be subject to inconsistent or arbitrary appreciation or interpretation. Both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many countries. The Partnership may also encounter difficulties in pursuing legal remedies or in obtaining and enforcing judgments in the courts of certain European countries. Certain markets provide inadequate legal remedies for breaches of contract. Due to the foregoing risks and complications, the costs associated with investments in certain markets in Europe, in particular, Eastern Europe and Turkey, generally are higher than for securities and other instruments of issuers based in other countries in Europe. ER305378-MAXWELL 66 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001913 EFTA00237544

Risk Factors and Potential Conflicts of Interest Lack of Transparency in Certain Markets. Companies in certain markets in Europe. in particular, Eastern Europe and Turkey, are not generally subject to uniform accounting, auditing and financial reporting standards, practices and disclosure requirements comparable to those applicable to U.S. companies. In particular, the assets and profits appearing on the financial statements of a company in certain markets in Europe, in particular, Eastern Europe and Turkey, may not reflect its financial position or results of operations in the way they would have been reflected had such financial statements been prepared in accordance with U.S. generally accepted accounting principles. In addition, for a company that keeps accounting records in a currency other than Euros. inflation accounting rules in certain markets in Europe require, for both tax and accounting purposes, that certain assets and liabilities be restated on the company's balance sheet in order to express items in terms of a currency of constant purchasing power. As a result, financial data may be materially affected by restatements for inflation and may not accurately reflect the real condition of real estate, companies and securities markets. Accordingly, the Partnership's ability to conduct due diligence in connection with an investment and to monitor the investment may be adversely affected by these factors. Taxation in Certain Jurisdictions. The Partnership, vehicles through which the Partnership makes Investments or Limited Partners may be subject to income or other tax in the jurisdictions in which Investments arc made. Additionally, withholding tax or branch tax may be imposed on earnings of the Partnership (or vehicles through which it invests) from Investments in such jurisdictions. Local and other tax incurred in non-U.S. jurisdictions by the Partnership or vehicles through which it invests may not be creditable to or deductible by a Limited Partner under the tax laws of the jurisdiction where such Limited Partner resides, including the United States. There can be no assurance that tax authorities in the jurisdictions in which the Partnership invests will not treat the Partnership (or any of its affiliates) as if it has a permanent establishment in the local jurisdiction, which would result in additional local taxation. Changes to taxation treaties (or their interpretation) between countries in Europe and countries through which the Partnership invests may adversely affect the Partnership's ability to efficiently realize income or capital gains. Prospective investors should also note the considerations discussed in Section VI: "Regulatory, Tax, and ERISA Considerations—Certain U.S. Tax Considerations—Other Tax Matters—Taxes in Other Jurisdictions." Currency and Exchange Rate Risks. The Partnership's assets generally will be denominated in Euros. Consequently, the return realized on any Investment by investors whose functional currency is not the Euro may be adversely affected by movements in currency exchange rates, costs of conversion and exchange control regulations, in addition to the performance of the Investment itself. Moreover, the Partnership may incur costs when converting one currency into another. The value of an investment may fall substantially as a result of fluctuations in the currency of the country in which the investment is made as against the value of the Euro. The General Partner may (but is not obliged to) endeavor to manage currency exposures into Euros in particular in countries that do not use the Euro as their primary currency (e.g., the United Kingdom, Poland, etc.), using appropriate hedging techniques where available and appropriate. The Partnership may incur costs related to currency hedging arrangements. There can be no assurance that adequate hedging arrangements will be available on an economically viable basis. Movements in the foreign exchange rate between Euros and the currency applicable to a particular Limited Partner may have an impact upon such Limited Partner's returns in their own currency of account. The Partnership will incur costs when converting one currency into another. Furthermore, Capital Contributions to the Partnership and distributions from the Partnership will be denominated in Euros and Limited Partners may incur transaction costs associated with the conversion of Euros into their local currency. There may be foreign exchange regulations applicable to investments in foreign currencies in certain jurisdictions where this Memorandum is being issued. PR305378-MAXWELL Blackstone Real Estate Partners Europe V 67 CONFIDENTIAL UBSTERRAMAR00001914 EFTA00237545

Risk Factors and Potential Conflicts of Interest Potential Collapse of the Eura The Partnership's primary strategy is to undertake investments in countries within the European Union, a significant number of which use the Euro as their national currency. In the recent past the stability of certain European financial markets deteriorated and speculation as to the possibility of additional defaults by sovereign states in Europe in respect of their obligations increased. Given current market conditions of relatively weak growth in many EU member states (which are expected to continue in the near to medium term), them is a risk that default of certain participating member states of the EU may lead to the collapse of the Eurozonc as it is constituted today or that certain member states of the EU may cease to use the Euro as their national currency. This could have an adverse effect on the Partnership, the performance of its investments and its ability to fulfill its investment objectives. Moreover, this could have a detrimental effect on the performance of investments both in those countries that may experience a default on liabilities and on other countries within the EU. A potential primary effect would be an immediate reduction of liquidity for particular investments in the affected countries, thereby potentially impairing the value of such investments. Further, a deteriorating economic environment caused directly or indirectly by such a default may have a direct effect on underlying property fundamentals thereby impacting the value of the Partnership's investments generally. Investors should bear in mind that, if the Euro is no longer in existence or, having regard to the Partnership's investment objectives, is no longer an appropriate currency (or is at risk of ceasing to exist or ceasing to be an appropriate currency), then the General Partner may, in consultation with the •. Advisory Committee, adjust the currency of the Partnership to the U.S. dollar or such other currency or basket of currencies as the General Partner reasonably determines. In such event, any prior Capital Contributions and distributions will be converted at the prevailing Rate of Exchange from the former currency into such replacement currency (or basket of currencies) as at the date of the relevant drawdown or distribution and Euro Partners will be required to fund all future Capital Contributions in such replacement currency (or basket of currencies). General Economic and Market Conditions Regarding Commercial and Real Estate Markets in Europe The real estate markets in Europe have recently been adversely impacted by the ongoing global banking crisis and the possibility of additional defaults by certain European sovereign states in respect of their obligations, with property values, including the value of commercial real estate, demonstrating substantial and continuing declines. (Sec "—Potential Collapse of the Euro" above) The Partnership cannot predict for how long economic conditions will continue to impact these markets adversely, or to what degree economic conditions will deteriorate Anther. Continuing declines in the performance of national economies or the real estate markets in European countries have had a negative impact on consumer spending, rental revenues and vacancy rates, and as a result, could have a material adverse effect on the Partnership's business, financial condition and results of operations. In addition to general economic conditions, the commercial real estate markcts in which the Partnership operates am also affected by a number of other factors which may significantly impact the value of commercial real estate investments. including interest rates and credit spreads. levels of prevailing inflation, the availability of financing, the returns from alternative investments as compared to real estate and changes in planning, environmental, commercial lease, and tax laws and practices. In particular, commercial property values are dependent on, among others, current rental values and occupancy rates, prospective rental growth, lease lengths, tenant creditworthiness and solvency, and investment yields (which are, in turn, a function of interest rates, the market appetite for property investments in general and with reference to the specific property in question) together with the nature, location and physical condition of the property concerned. Rental revenues and commercial real estate values are also affected by factors specific to each local market in which the property is located, including the supply of available space, demand for commercial real estate and competition from other available space. Market conditions, such as the recent global economic downturn, could decrease the demand for commercial real estate and thereby increase vacant space and exert pressure on the Partnership to provide rental incentives to tenants ER305378-MAXWELL 68 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001915 EFTA00237546

Risk Factors and Potential Conflicts ofinterest resulting in a decrease in the rental income, rental growth and property values of the Partnership's office portfolio, which could have a material adverse effect on its business, financial condition, results of operations and future prospects. As a result of the above or other factors, the Partnership's ability to maintain or increase the occupancy levels of its properties through the execution of leases with new tenants and the renewal of leases with existing tenants, as well as its ability to increase rents over the longer term, may be adversely affected. In particular, tenants going into administration, non-renewal of existing leases or early termination by significant existing tenants in the Partnership's office portfolio would result in a significant decrease in the Partnership's net rental income. If the Partnership's net rental income declines, it would have less cash available to service and repay its indebtedness and the value of its properties would decline further as well. In addition, significant expenditures associated with each property, such as real estate taxes, new regulations compliance works service charges and renovation and maintenance costs, are generally not reduced in proportion to any decline in rental revenue from that property. If rental revenue from a property declines while the related costs do not decline, the Partnership's income and cash receipts could be adversely affected. Any significant deterioration in economic conditions or conditions in the commercial real estate market which contributes to a decline in rental revenues or further decline in market values of the Partnership's assets may materially adversely affect the business, results of operations and financial condition of the Partnership. General Economic and Market Conditions. The real estate industry generally and the success of the Partnership's investment activities in particular will both be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in applicable laws and regulations (including laws relating to taxation of the Partnership's Investments), trade barriers, currency exchange controls, and national and international political, environmental and socioeconomic circumstances in respect of the countries in which the Partnership may invest. These factors may affect the level and volatility of securities prices and the liquidity of the Partnership's investments, which could impair the Partnership's profitability or result in losses. In addition, general fluctuations in the market prices of securities and interest rates may affect the Partnership's investment opportunities and the value of the Partnership's investments. Blackstone's financial condition may be adversely affected by a significant general economic downturn and it may be subject to legal, regulatory, reputational and other unforeseen risks that could have a material adverse effect on Blackstone's businesses and operations (including those of the Partnership). A recession, slowdown and/or sustained downturn in the global economy or European real estate market (or any particular segment thereof) or a weakening of credit markets (including a perceived increase in counterparty default risk) have a pronounced impact on the Partnership and could adversely affect the Partnership's profitability, impede the ability of the Partnership's portfolio companies to perform under or refinance their existing obligations, and impair the Partnership's ability to effectively deploy its capital or realize upon Investments on favorable terms and may have an adverse impact on the availability of credit to businesses generally. which in turn may have an adverse impact on the business and operations of the Partnership. Blackstone could also be affected by difficult conditions in the capital markets and any overall weakening of the financial services industry. It is possible that a weakening of credit markets could adversely affect Blackstone's funding obligations to the Partnership and the Partnership could suffer other adverse consequences, any of which could adversely affect the business of the Partnership, restrict the Partnership's investment activities and impede the Partnership's ability to effectively achieve its investment objective. In addition, economic problems in a single country are increasingly affecting other markets and economies. A continuation of this trend could adversely affect global economic conditions and world markets and, in turn, could adversely affect the Partnership's performance. My of the foregoing events could result in substantial or total losses to the Partnership in respect of certain Investments, which losses will likely be exacerbated by the presence of leverage in a portfolio company's capital structure. ER305378-MAXWELL Blackstone Real Estate Partners Europe V 69 CONFIDENTIAL UBSTERRAMAR00001916 EFTA00237547

Risk Factors and Potential Conflicts of Interest Hedging Policies/Risks While it is not currently anticipated that the Partnership will use derivative instruments for long-term hedging purposes as a meaningful component of its investment strategy, the Partnership may utilize a wide variety of derivative financial instruments for risk management purposes. The successful utilization of hedging and risk management transactions requires skills that are separate from the skills used in selecting and monitoring investments and such transactions may entail greater than ordinary investment risks. Additionally, costs related to currency hedging arrangements will be borne by the Partnership. There can be no assurance that any hedging transactions will be effective in mitigating risk in all market conditions or against all types of risk (including unidentified or unanticipated risks or where the Investment Advisor does not regard the probability of the risk occurring to be sufficiently high as to justify the cost), thereby resulting in losses to the Partnership. Engaging in hedging transactions may result in a poorer overall performance for the Partnership than if it had not engaged in any such hedging transaction, and the investment Advisor may not be able to effectively hedge against, or accurately anticipate, certain risks that may adversely affect the Partnership's investment portfolio. In addition, the Partnership's investment portfolio will always be exposed to certain risks that cannot be fully or effectively hedged, such as credit risk relating both to particular securities and counterparties and foreign exchange risks. The Partnership will utilize hedging transactions only for those positions determined by the Investment Advisor in its sole discretion. Contingent Liabilities on Disposition of investments. In connection with the disposition of an Investment, the Partnership may be required to make certain representations about the business, financial affairs and other aspects (such as environmental, property. tax, insurance, and litigation) of such investment typical of those made in connection with the sale of a business. The Partnership also may be required to indemnify the purchasers of such Investment to the extent that any such representations are inaccurate or with respect to certain potential liabilities. These arrangements may result in the incurrence of contingent liabilities for which the General Partner may establish reserves or escrow accounts. In that regard, Limited Partners may be required to return amounts distributed to them to fund Partnership obligations, including indemnity obligations, subject to certain limits set forth in the Partnership Agreement. Furthermore, under the ELP Law, each Limited Partner that receives a distribution in violation of the ELP Law will, under certain circumstances, be obligated to contribute such distribution to the Partnership. In addition, at the time of disposition for an individual property, a potential buyer may claim that it should have been afforded the opportunity to purchase the asset or alternatively that such buyer should be awarded due diligence expenses incurred or statutory damages for misrepresentation relating to disclosures made, if such buyer is passed over in favor of another as part of the Partnership's efforts to maximize sale proceeds. Similarly, it may be possible, depending on the laws of the relevant jurisdiction, for buyers of Partnership assets may later sue the Partnership under various damage theories, including those sounding in tort, for losses associated with latent defects or other problems not uncovered in due diligence. Risks of Acquiring Real Estate Loans and Participations When the Partnership invests in real estate loans and other real estate-related debt securities or other interests, all or a material portion of such real estate loans or participation interests therein acquired by the Partnership may be nonperforming at the time of their acquisition and/or may become nonperforming following their acquisition for a wide variety of reasons. Such nonperforming real estate loans may require a substantial amount of workout negotiations and/or restructuring, which may entail, among other things, a substantial reduction in the interest rate and a substantial writedown of the principal of such loan. However, even if a restructuring were successfully accomplished, a risk exists that, upon maturity of such real estate loan, replacement -takeout" financing will not be available. Purchases of participations in real estate loans raise many of the same risks as investments in real estate loans and also carry risks of illiquidity and lack of control. it is possible that the General Partner and the Investment Advisor may find it necessary or desirable to ER305378-MAXWELL 70 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001917 EFTA00237548

Risk Factors and Potential Conflicts ofInterest foreclose on collateral securing one or more real estate loans purchased by the Partnership. The foreclosure process varies jurisdiction by jurisdiction and can be lengthy and expensive. Borrowers often resist foreclosure actions by asserting numerous claims. counterclaims and defenses against the holder of a real estate loan, including, without limitation, lender liability claims and defenses, even when such assertions may have no basis in fact, in an effort to prolong the foreclosure action. In some jurisdictions, foreclosure actions can take up to several years or more to conclude. During the foreclosure proceedings, a borrower may have the ability to file for bankruptcy or its equivalent, potentially staying the foreclosure action and further delaying the foreclosure process. Foreclosure litigation tends to create a negative public image of the collateral property and may result in disrupting ongoing leasing and management of the property. Environmental Risks and Potential Liabilities The Partnership may be exposed to substantial risk of loss from environmental claims arising from Investments invoking undisclosed or unknown environmental problems, health or occupational safety matters or problems with inadequate reserves, insurance or insurance proceeds for such matters that have been previously identified. Under the laws, rules and regulations of various jurisdictions, an owner of real property may be liable for the costs of removal or remediation of certain hazardous or toxic substances, including asbestos, on or in such property. Such laws may impose joint and several liability, which can result in a party being obligated to pay for greater than its share, or even all, of the liability involved. Such liability may also be imposed without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances and the person bearing liability may incur substantive costs in defending claims of liability. The cost of any required remediation and the owner's liability therefor as to any property are generally not limited under such laws and could exceed the value of the property and/or the aggregate assets of the owner. The presence of such substances, or the failure to properly remediate contamination from such substances, may adversely affect the owner's ability to sell the real estate or to borrow funds using such property as collateral, which could have an adverse effect on the Partnership's return from such Investment. Environmental claims with respect to a specific Investment may exceed the value of such Investment, and under certain circumstances, subject the other assets of the Partnership to such liabilities. In addition. even in cases where the Partnership is indemnified by the seller with respect to an Investment against liabilities arising out of violations of environmental laws and regulations. there can be no assurance as to the financial viability of the seller to satisfy such indemnities or the ability of the Partnership to achieve enforcement of such indemnities. In addition, some environmental laws create a lien on contaminated property in favor of governments or government agencies for costs they may incur in connection with the contamination. The ongoing presence of environmental contamination, pollutants or other hazardous materials on a property (whether known at the time of acquisition or not) could also result in personal injury (and associated liability) to persons on the property and persons removing such materials, future or continuing property damage (which may adversely affect property value) or claims by third panics, including as a result of exposure to such materials through the spread of contaminants. In addition, the Partnership's operating costs and performance may be adversely affected by compliance obligations under environmental protection statutes, rules and regulations relating to Investments of the Partnership, including additional compliance obligations arising from any change to such statutes, rules and regulations. Statutes, rules and regulations may also restrict development and use of property. Certain clean-up actions brought by European, state, country and local agencies and private parties may also impose obligations in relation to Investments and result in additional costs to the Partnership. Litigation at the Property Level. The acquisition, ownership and disposition of real properties carry certain specific litigation risks. Litigation may be commenced with respect to a property acquired by the Partnership or its subsidiaries in relation to activities that took place prior to the Partnership's acquisition of such property. In addition, at the time of disposition of an individual property, a potential buyer may ER305378-MAXVVELL_ Blackstone Real Estate Partners Europe V 71 CONFIDENTIAL UBSTERRAMAR00001918 EFTA00237549

Risk Factors and Potential Conflicts of Interest claim that it should have been afforded the opportunity to purchase the asset or alternatively that such potential buyer should be awarded due diligence expenses incurred or statutory damages for misrepresentation relating to disclosure made, if such buyer is passed over in favor of another as part of the Partnership's efforts to maximize sale proceeds. Similarly, successful buyers may later sue the Partnership under various damage theories, including those sounding in tort, for losses associated with latent defects or other problems not uncovered in due diligence. Availability of Insurance Against Certain Catastrophic Losses. With respect to properties acquired by the Partnership, liabilit). fire, flood, extended coverage and rental loss insurance with insured limits and policy specifications that the General Partner or Investment Advisor believe arc customary for similar properties will be maintained. However, certain losses of a catastrophic nature, such as wars, natural disasters, terrorist attacks or other similar events, may be either uninsurable or, insurable at such high rates that to maintain such coverage would cause an adverse impact on the related Investments. In general, losses related to terrorism arc becoming harder and more expensive to insure against. Most insurers are excluding terrorism coverage from their all-risk policies. In some cases, the insurers are offering significantly limited coverage against terrorist acts for additional premiums, which can greatly increase the total costs of casualty insurance for a property. As a result, not all Investments may be insured against terrorism. If a major uninsured loss occurs, the Partnership could lose both invested capital in and anticipated profits from the affected Investments. Provision of Managerial Assistance. The General Partner will use reasonable best efforts to avoid having the assets of the Partnership constitute "plan assets" of any plan subject to Title I of ERISA (as defined below) or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the "Code') and may, in this regard, elect to operate the Partnership as a "venture capital operating company" ("VCOC") or a "real estate operating company" ("REOC") each within the meaning of regulations promulgated under ERISA. Operating the Partnership as a VCOC would require that the Partnership obtain rights to substantially participate in or influence the conduct of the management of a number of the Partnership's Investments. In the case of Investments in portfolio companies, the Partnership may designate a director to serve on the board of directors of one or more portfolio companies as to which it obtains such rights. The designation of directors and other measures contemplated could expose the assets of the Partnership to claims by a portfolio company, its security holders and its creditors. While the General Partner intends to minimize exposure to these risks, the possibility of successful claims cannot be precluded. ERISA Considerations. Because the General Partner may operate the Partnership in a manner intended to qualify the Partnership as a VCOC or REOC in order to avoid holding "plan assets" within the meaning of ERISA, the Partnership may be restricted or precluded from making certain Investments. In addition, such operation could require the General Partner to liquidate Investments at a disadvantageous time, resulting in lower proceeds to the Partnership than might have been the case without the need for such compliance. Risk Arising from Potential Control Group Liability. Under ERISA, upon the termination of a tax- qualified single employer defined benefit pension plan, the sponsoring employer and all members of its "controlled group" will be jointly and severally liable for 100% of the plan's unfunded benefit liabilities whether or not the controlled group members have ever maintained or participated in the plan. In addition, the Pension Benefit Guaranty Corporation (the "PBGC") may assert a lien with respect to such liability against any member of the controlled group on up to 30% of the collective net worth of all members of the controlled group. Similarly, in the event a participating employer partially or completely withdraws from a multiemployer (union) defined benefit pension plan, any withdrawal liability incurred under ERISA will represent a joint and several liability of the withdrawing employer and each member of its controlled group. ER305378-MAXWELL 72 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001919 EFTA00237550

Risk Factors and Potential Conflicts of Interest A -controlled group" includes all "trades or businesses" under 80% or greater common ownership. This common ownership test is broadly applied to include both "parent-subsidiary groups" and "brother-sister groups" applying complex exclusion and constructive ownership rules. However, regardless of the percentage ownership that the Partnership holds in one or more of its portfolio companies, the Partnership itself cannot be considered part of an ERISA controlled group unless the Partnership is considered to be a "trade or business". While there am a number of cases that have held that managing investments is not a "trade or business" for tax purposes, in 2007 the PBGC Appeals Board ruled that a private equity fund was a "trade or business" for ERISA controlled group liability purposes and at least one Federal Circuit Court has similarly concluded that a private equity fund could be a trade or business for these purposes based upon a number of factors including the fund's level of involvement in the management of its portfolio companies and the nature of any management fee arrangements. If the Partnership were determined to be a trade or business for purposes of ERISA, it is possible. depending upon the structure of the investment by the Partnership and/or its affiliates and other co- investors in a portfolio company and their respective ownership interests in the portfolio company, that any tax-qualified single employer defined benefit pension plan liabilities and/or multiemployer plan withdrawal liabilities incurred by the portfolio company could result in liability being incurred by the Partnership, with a resulting need for additional capital contributions, the appropriation of Partnership assets to satisfy such pension liabilities and/or the imposition of a lien by the PBGC on certain Partnership assets. Moreover, regardless of %%tether or not the Partnership were determined to be a trade or business for purposes of ERISA, a court might hold that one of the Partnership's portfolio companies could become jointly and severally liable for another portfolio company's unfimded pension liabilities pursuant to the ERISA "controlled group" rules, depending upon the relevant investment structures and ownership interests as noted above. Investments Longer Than Term. The Partnership may make Investments which may not be advantageously disposed of prior to the date that the Partnership will be dissolved, either by expiration of the Partnership's term or otherwise. Although the General Partner expects that Investments will either be disposed of prior to dissolution or be suitable for in-kind distribution at dissolution, the Partnership may have to sell, distribute or otherwise dispose of Investments at a disadvantageous time as a result of dissolution. Financial Market and Interest Rate Fluctuations General fluctuations in the financial markets, market prices of securities and/or interest rates may adversely affect the value of the Partnership's Investments and/or increase the risks inherent in the Partnership's Investments. The ability of companies, businesses, projects or assets in which the Partnership holds investments to refinance debt securities may depend on their ability to obtain financing, including by selling new securities in the high-yield debt or bank financing markets, which in recent months have been extraordinarily difficult to access at favorable rates. The precarious state of global credit markets, coupled with the threat of a double-dip recession and the attendant uncertainty for financial services companies and in the global financial system generally, may make it significantly more difficult than had been in the recent past for financial sponsors like Blackstone to obtain favorable financing terms for its investments. Any deterioration of the global debt markets, any possible future failures of certain financial services companies and a significant rise in market perception of counterparty default risk will likely significantly reduce investor demand and liquidity for investment grade, high-yield and senior bank debt. which in turn is likely to lead some investment banks and other lenders to be unwilling or significantly less willing to finance new investments or to only offer committed financing for investments on less favorable terms than had been prevailing in the recent past. The Partnership's ability to generate attractive investment returns may be adversely affected to the extent the Partnership is unable to obtain favorable financing terms for its Investments. The lethargic state of global credit markets (in particular, in Europe), ma' make it difficult for financial sponsors to obtain favorable PR305378-MAXWELL_ Blackstone Real Estate Partners Europe V 73 CONFIDENTIAL UBSTERRAMAR00001920 EFTA00237551

Risk Factors and Potential Conflicts of Interest financing terms for its investments. Any deterioration of the global debt markets (particularly the European debt markets), any possible future failures of European financial services companies and/or increases in market perception of counterparty default risk, interest rates and/or taxes may adversely affect the Partnership's ability to generate attractive risk-adjusted investment returns. In addition, lenders have tightened their loan underwriting standards, which has reduced the availability of credit to prospective borrowers. This has contributed, and may continue to contribute, to a weakening in the commercial real estate market as these adjustments have, among other things, inhibited refinancing and reduced the number of potential buyers of commercial real estate. In the event that the Partnership is unable to obtain committed debt financing for potential acquisitions or can only obtain debt at an increased interest rate or on unfavorable terms, the Partnership may have difficulty completing otherwise profitable acquisitions or may generate profits that are lower than would otherwise be the case, either of which could lead to a decrease in the investment income earned. Similarly, the BREP Funds' portfolio companies historically have regularly utilized the corporate debt markets in order to obtain financing for their operations. The continued market turmoil, as well as a perceived increase in counterparty default risk, may have an adverse impact on the availability of credit to businesses generally and has led to an overall weakening of the EU and global economies, which in turn may adversely affect or restrict the ability of the Partnership to sell or liquidate investments at favorable times or at favorable prices or which otherwise may have an adverse impact on the business and operations of the Partnership. Enhanced Scrutiny and Potential Regulation of the Private Investment Fund Industry and the Financial Services Industry. The Partnership's ability to achieve its investment objectives, as well as the ability of the Partnership to conduct its operations, is based on laws and regulations which are subject to change through legislative, judicial or administrative action. Future legislative, judicial or administrative action could adversely affect the Partnership's ability to achieve its investment objectives, as well as the ability of the Partnership to conduct its operations. There continues to be significant discussion regarding enhancing governmental scrutiny and/or increasing the regulation of the private equity industry. On July 21, 2010, the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") was signed into law. A key feature of the Dodd- Frank Act is the extension of prudential regulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve") to financial institutions that are not currently subject to such regulation but that potentially pose risk to the financial system. The Dodd-Frank Act defines a "nonbank financial company" as a company that is substantially engaged in activities that are financial in nature. The Financial Stability Oversight Council (the "FSOC"). an interagency body created to monitor and address systemic risk, has the authority to designate such a company to regulation by the Federal Reserve (including capital, leverage and liquidity requirements) if the FSOC determines that such company is systemically important. The Dodd-Frank Act does not contain any minimum size requirements for such a designation, and it is possible that it could be applied to private funds, particularly large. highly leveraged funds. On December 18, 2014, the FSOC released a notice seeking public comment on the potential risks posed by aspects of the asset management industry, including whether asset management products and activities may pose potential risks to the U.S. financial system in the areas of liquidity and redemptions, leverage, operational functions, and resolution, or in other areas. Similarly, in Europe, the Financial Stability Board has recommended strengthening oversight and regulation of the so-called "shadow banking" system, broadly described as credit intermediation involving entities and activities outside the regular banking system. While at this stage it is difficult to predict the scope of any new regulations, if during the Partnership's Investment Period regulations were to extend the regulatory and supervisory requirements, such as capital and liquidity standards currently applicable to banks, or the Partnership were considered to be engaged in "shadow banking." either in Europe, the United States or in any other jurisdiction in which the Partnership engages in investment activities, the regulatory and operating costs associates therewith could adversely impact the implementation of the Partnership's investment strategy and the Partnership's returns and may become prohibitive. ER305378-MAXWELL 74 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001921 EFTA00237552

Risk Factors and Potential Conflicts ofinterest The Dodd-Frank Act also imposes a number of restrictions on the relationship and activities of banking organizations with private equity funds and hedge funds and other provisions that will affect the private equity industry, either directly or indirectly. Included in the Dodd-Frank Act is the so-called -Volcker Rule," which takes the form of new Section 13 of the U.S. Bank Holding Company Act of 1956. Among other things, the Volcker Rule prohibits any "banking entity"' (generally defined as any insured depository institution, any company that controls such an institution, a non-U.S. bank that is treated as a bank holding company for purposes of U.S. banking law, and any affiliate or subsidiary of the foregoing entities), as principal, from sponsoring or acquiring or retaining an ownership interest in a private equity fund or hedge fund that is not subject to the provisions of the 1940 Act (as defined below) in reliance upon either Section 3(c)(1) or Section 3(cX7) of the 1940 Act. The Volcker Rule also requires certain nonbank financial companies that have been designated as systemically important by the FSOC and subject to supervision by the Federal Reserve (as discussed above) to comply with additional capital requirements and comply with certain other quantitative limits on such activities, although such entities are not expressly prohibited from engaging in proprietary trading or sponsoring or investing in such funds. The Volcker Rule became effective as a matter of statute on July 21, 2012, but banking entities had a so-called "conformance period," which ran until July 21, 2015, to wind down, sell, transfer or otherwise conform their investments and activities to the Volcker Rule, absent an extension by the Federal Reserve or an exemption for certain -permitted activities." On December 10, 2013, the Federal Reserve and other federal regulatory agencies issued final rules implementing the principal components of the Volcker Rule. Prospective investors in the Partnership that are banking entities should consult their bank regulatory counsel prior to making an investment. The Dodd-Frank Act, as well as future related legislation, may have an adverse effect on the private equity industry generally and/or on Blackstone or the Partnership, specifically. Therefore, there can be no assurance that any continued regulatory scrutiny or initiatives will not have an adverse impact on Blackstone or otherwise impede the Partnership's activities. While the Investment Advisor is currently registered under the Advisers Act (as defined below), the enactment of these reforms and/or other similar legislation could nonetheless have an adverse effect on the private investment funds industry generally and on Blackstone and/or the Partnership specifically. and may impede the Partnership's ability to effectively achieve its investment objectives. As a registered investment adviser under the Advisers Act, the Investment Advisor and its affiliates are required to comply with a variety of periodic reporting and compliance-related obligations under applicable federal and state securities laws (including, without limitation, the obligation of the Investment Advisor and its affiliates to make regulatory filings with respect to the Partnership and its activities under the Advisers Act (including, without limitation, Form PF and Form ADV)). In addition, the Investment Advisor is required to comply with a variety of regulatory reporting and compliance-related obligations under applicable federal, state and foreign securities laws (including, without I imitation, reports or notices in connection with the AIFMD and/or CFTC (as defined below) as well as other intemational jurisdiction- specific obligations)). In light of the heightened regulatory environment in which the Partnership and the Investment Advisor operate and the ever-increasing regulations applicable to private investment funds and their investment advisors, it has become increasingly expensive and time-consuming for the Partnership, the Investment Advisor and their affiliates to comply with such regulatory reporting and compliance-related obligations. The Partnership will be required to bear the Partnership's expenses relating to compliance-related matters and regulatory filings, which are likely to be material, including on a cumulative basis over the life of the Partnership. For example, Form PF requires that the Investment Advisor report the regulatory assets under management of the Partnership, and because the Partnership will be required to bear the Partnership's expenses relating to compliance-related matters and regulatory filings, the Partnership will bear the pro ram costs and expenses of initial and ongoing Form PF compliance, including costs and expenses of collecting and calculating data and the preparation of such reports and filings). Certain of these expenses are likely to be material, including on a cumulative basis over the life of the Partnership. Any further increases in the regulations applicable to private investment funds generally or the Partnership and/or the Investment Advisor in particular may result in increased ER305378-MAXWELL Blackstone Real Estate Partners Europe V 75 CONFIDENTIAL UBSTERRAMAR00001922 EFTA00237553

Risk Factors and Potential Conflicts ofInterest expenses associated with the Partnership's activities and additional resources of the Investment Advisor being devoted to such regulatory reporting and compliance-related obligations, which may reduce overall returns for the Limited Partners and/or have an adverse effect on the ability of the Partnership to effectively achieve its investment objective. Furthermore, various federal, state and local agencies have been examining the role of placement agents, finders and other similar service providers in the context of investment by public pension plans and other similar entities, including investigations and requests for information, and in connection therewith, new and/or proposed rules and regulations in this arena may increase the possibility that the General Partner and its affiliates may be exposed to claims and/or actions that could require a Limited Partner to withdraw from the Partnership. As a related matter, Blackstone may be required to provide certain information regarding some of the Limited Partners to regulatory agencies and bodies in order to comply with applicable laws and regulations including the U.S. Foreign Corrupt Practices Act. In addition, as a publicly-traded global alternative asset manager whose broad range of businesses includes the management of direct and secondary private equity funds, hedge funds, real estate funds, credit-oriented funds, mutual funds, and other private investment funds, Blackstone is from time to time subject to litigation and claims relating to its businesses, as well as governmental and/or regulatory inquiries, investigations and/or proceedings. Blackstone is subject to extensive regulation, including periodic examinations, by governmental agencies and self-regulatory organizations in the jurisdictions in which it operates around the world. These authorities have regulatory powers dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel, permissions to carry on particular activities. Many of these regulators, including U.S. and foreign government agencies and self-regulatory organizations, as well as state securities commissions in the United States, are also empowered to conduct investigations and administrative proceedings that can result in fines, suspensions of personnel, changes in policies, procedures or disclosure or other sanctions, including censure, the issuance of cease-and-desist orders, the suspension or expulsion of a broker-dealer or investment adviser from registration or memberships or the commencement of a civil or criminal lawsuit against Blackstone or its personnel. Moreover, the U.S. Securities and Exchange Commission (the "SEC") has specifically focused on private equity. In that connection, the SEC's list of examination priorities includes, among other things, private equity firms' collection of fees and allocation of expenses, their marketing and valuation practices, allocation of investment opportunities and other conflicts of interests. Blackstone is regularly subject to requests for information and informal or formal investigations by the SEC and other regulatory authorities, with which Blackstone routinely cooperates and, in the current environment, even historical practices that have been previously examined are being revisited. Even if an investigation or proceeding did not result in a sanction or the sanction imposed against Blackstone or its personnel by a regulator were small in monetary amount, the adverse publicity relating to the investigation, proceeding or imposition of these sanctions could harm Blackstone and the Partnership. While it is difficult to predict what impact, if any, the foregoing may have, there can be no assurance that any of the foregoing, whether applicable to Blackstone specifically or the underlying private equity funds in which Blackstone invests generally, would not have a material adverse effect on the Partnership and its ability to achieve its investment objectives. As a result, them can be no assurance that any of the foregoing will not have an adverse impact on Blackstone or otherwise impede the Partnership's ability to effectively achieve its investment objectives. Registration under the US Commodity Exchange Act. Registration of the General Partner with the U.S. Commodity Futures Trading Commission (the "CFTC", as a "commodity pool operator" or any change in the Partnership's operations necessary to maintain the General Partner's ability to rely upon the exemption from registration as described in Section VI- -Regulatory. Tax and ERISA Considerations— U.S. Commodity Exchange Act" could adversely affect the Partnership's ability to implement its investment program, conduct its operations and/or achieve its objectives and subject the Partnership to certain additional costs, expenses and administrative burdens. Furthermore, any determination by the ER305378-MAXWELL 76 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001923 EFTA00237554

Risk Factors and Potential Conflicts ofInterest General Partner to cease or to limit holding or investing in interests which may be treated as "commodity interests" in order to comply with the regulations of the CFTC may have a material adverse effect on the Partnership's ability to implement its investment objectives and to hedge risks associated with its operations. Compliance with the AIFM Directive. The European Union Alternative Investment Fund Managers Directive (the "Directive"), as transposed into national law within the member states of the EU, imposes requirements on non-EU alternative investment fund managers ("AIFM") which market alternative investment funds ("AIF') to professional investors within the EU. In particular. the Directive requires suitable cooperation agreements to be in place as between the relevant regulators of the Cayman Islands and each EU member state in which interests in the Partnership arc being marketed, the absence of which will potentially restrict the ability of the General Partner to offer interests in the Partnership to investors in the such EU member states and may therefore limit the General Partner's ability to attract investors based in the EU and lead to a reduction in the overall amount of capital invested in the Partnership. This may, in turn, have an adverse impact upon the operations of the Partnership, including the range of investment strategies that the Partnership is able to pursue. The Directive may also impose additional disclosure and reporting requirements in relation to the Partnership and its investments, compliance with which may involve additional costs, as well as restrictions on early distributions or reductions in capital in respect of EU portfolio companies (the so-called "asset stripping" rules) which may result in additional costs and may limit the use of certain investment and realization strategies (such as dividend recapitalization and reorganizations) which do not apply to non-AIF/AIFM competitors not subject to the Directive, thereby potentially placing the Partnership at a disadvantage to such competitors. In parallel, certain member states of the EU have changed their domestic private placement rules, which restrict the ability of the General Partner in similar ways and/or impose additional disclosure, reporting and operational requirements in relation to the Partnership. More generally, implementation of the Directive could expose the General Partner, the Investment Advisor and/or the Partnership to conflicting regulatory requirements in the Cayman Islands and the EU and its member states. In the future, it may be possible for non-EU AlFMs to market an AIF within the EU pursuant to a pan- European marketing "passport" instead of under national private placement regimes, provided that the AIFM complies with all relevant provisions of the Directive including, among other things, rules relating to the remuneration of certain personnel, minimum regulatory capital requirements, restrictions on use of leverage, additional disclosure and reporting requirements to both investors and EU home state regulators, the independent valuation of an AIF's assets and the appointment of legal representatives and an independent depository to hold assets. As a result, the Directive could in the future have other adverse effects in relation to the Partnership and the Investment Advisor's business by, among other things, increasing the regulatory burden and costs of operating and managing the Partnership and its Investments, and potentially requiring changes to compensation structures for key personnel, thereby affecting the Investment Advisor's ability to recruit and retain these personnel. It should be noted that the final scope and requirements of the Directive remain uncertain, and arc subject to change as a result of the issuance of any further national and/or EU guidance with respect to the Directive, the enactment of further EU secondary legislation and/or the introduction of further national implementing legislation in relevant EU member states. It should also be noted that, despite the deadline for the transposition of the Directive into national law within the member states of the EU having passed, a small number of member states of the EU have yet to fully implement the Directive into national law and as a result there is significant uncertainty as to the rules for the offering of interests in the Partnership to investors in such EU member states during the intervening period between the scheduled date for implementation of the Directive (i.e., 22 July 2013) and the actual implementation of the Directive into national law by such member states. Such uncertainty may restrict the ability of the General Partner to ER305378-MAXWELL Blackstone Real Estate Partners Europe V 77 CONFIDENTIAL UBSTERRAMAR00001924 EFTA00237555

Risk Factors and Potential Conflicts of Interest offer interests in the Partnership to investors in such EU member states with consequences similar to those described above, as well as affect the General Partner's ability to comply with the rules for the offering of interests in such EU member states during any such intervening period. The Partnership will bear the costs and expenses of compliance with the Directive and any related regulations, including, for example, costs and expenses of collecting and calculating data, the appointment of depositaries and/or custodians and the preparation of any notices, filings, periodic reports and/or other materials as may be required in relation to any European Economic Area member states. Reliance on Portfolio Company Management. In many instances, the day-to-day operations of each Investment will be the responsibility of the Investment's management team. Although the General Partner and/or the Investment Advisor will be responsible for monitoring the performance of each Investment and intends to invest in companies operated by strong management, them can be no assurance that the existing management team, or any successor, will be able to operate the portfolio companies in accordance with the Partnership's plans. Additionally, portfolio companies need to attract, retain and develop executives and members of their management teams. The market for executive talent can be, notwithstanding general unemployment levels or developments within a particular industry, extremely competitive. There can be no assurance that portfolio companies will be able to attract, develop, integrate and retain suitable members of its management team and, as a result, such Investment and the Partnership may be adversely affected thereby. In addition to the use of the services of operating partners as further described below under "—Service Providers," it is expected that the Partnership will participate in Investments that will then engage operating platforms owned by Other Blackstone Funds for services, including but not limited to property management, leasing oversight, corporate services, and construction management. Participating in Investments that engage operating platforms that are owned by Other Blackstone Funds will subject the Partnership to certain risks and conflicts. For example, a counterpart), or other unaffiliated participant may require facing only one fund entity (or group of entities) that owns a Portfolio Vehicle, which may result in (i) if the Partnership is a direct counterparty to a transaction, the Partnership being solely liable with respect to its own as well as Other Blackstone Funds' shares of any applicable obligations, (ii) having a contribution obligation to the relevant Other Blackstone Funds in the event that the Partnership is not a direct counterparty to a transaction and/or (iii) the Partnership being jointly and severally liable with such Other Blackstone Funds for the full amount of such applicable obligation, in each case which may result in the Partnership and such Other Blackstone Funds entering into a back-to-back or other similar reimbursement agreement. In such situations it is not expected that any of the Partnership and such Other Blackstone Funds would be compensated (or provide compensation to the other) for agreeing to be primarily liable vis-a-vis such third party counterparty. Moreover, in connection with the divestment of all or part of an operating platform (e.g., an initial public offering of the portfolio companies comprising such operating platform). Blackstone will seek to track the ownership interests, liabilities and obligations of the Partnership and such Other Blackstone Funds to the respective portfolio companies comprising such operating platform, but it is possible that the Partnership and such Other Blackstone Funds may incur shared or crossed liabilities. Furthermore, depending on various factors including the relative assets, expiration dates, investment objectives and return profiles of each of the Partnership and such Other Blackstone Funds, it is possible that one or more of them will have greater exposure to legal claims and that they will have conflicting goals with respect to the price, timing and manner of disposition opportunities. Risks Relating to Due Diligence of and Conduct at Portfolio Companies Before making Investments, the General Partner and/or the Investment Advisor will conduct due diligence that they deem reasonable and appropriate based on the facts and circumstances applicable to each Investment. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, environmental, social, governance and legal issues. When conducting due diligence and making an assessment regarding an Investment, the General Partner and/or the Investment Advisor will rely on the resources available to it, ER305378-MAXWELL 78 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001925 EFTA00237556

Risk Factors and Potential Conflicts of Interest including information provided by the target of the Investment and, in some circumstances, third-party investigations. The due diligence investigation that the General Partner and/or the Investment Advisor carries out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in the Investment being successful. Conduct occurring at portfolio companies, even activities that occurred prior to the Partnership's investment therein, could have an adverse impact on the Partnership. For example, the European Commission recently held that certain private fund entities associated with a financial sponsor that were owners of a former portfolio company that was found to have participated in anticompetitive cartel activities were liable for the underlying conduct on the basis that such funds had exercised decisive influence over the former portfolio company. This precedent illustrates the risk that even if private equity funds am only involved in the high level strategy and commercial policy of their portfolio companies, it does not exclude them from liability in the context of courts and/or regulators. Consultants, legal advisors, appraisers, accountants, investment banks and other third parties may be involved in the due diligence process and/or the ongoing operation of the Partnership's portfolio companies to varying degrees depending on the type of investment. For example, certain asset management and finance functions, such as data entry relating to a portfolio company, may be outsourced to a third party service provider whose fees and expenses will be borne by such portfolio company or the Partnership. Such involvement of third party advisors or consultants may present a number of risks primarily relating to the General Partner's reduced control of the functions that are outsourced. In addition, if the General Partner and/or Investment Advisor are unable to timely engage third-party providers, their ability to evaluate and acquire more complex targets could be adversely affected. (See also "—Portfolio Company Relationships" below). Risks in Effecting Operating Improvements. In some cases, the success of the Partnership's investment strategy will depend, in part, on the ability of the Partnership to restructure and effect improvements in the operations of a portfolio company. The activity of identifying and implementing restructuring programs and operating improvements at portfolio companies entails a high degree of uncertainty. There can be no assurance that the Partnership will be able to successfully identify and implement such restructuring programs and improvements. Uncertainty of Financial Projections. The General Partner will generally establish the capital structure of portfolio companies on the basis of financial projections for such portfolio companies. Projected operating results will often be based on management judgments. In all cases, projections am only estimates of future results that am based upon assumptions made at the time that the projections am developed. There can be no assurance that the projected results will be obtained, and actual results may vary significantly from the projections. General economic conditions, which are not predictable, can have a material adverse impact on the reliability of such projections. Absence of Regulatory Oversight. Notwithstanding that the Investment Advisor is registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended from time to time (the "Advisers Act") and the Partnership may be considered similar in some ways to an investment company, the Partnership is not required and does not intend to register under the U.S. Investment Company Act of 1940, as amended from time to time (the "1940 Act"), and, accordingly, Limited Partners are not afforded the protections of the 1940 Act. Indemnification. The Partnership will be required to indemnify the General Partner, the Investment Advisor, their affiliates, and each of their respective members, officers, directors, employees, agents, partners. and certain other persons who serve at the request of the General Partner or the Investment Advisor on behalf of the Partnership for liabilities incurred in connection with the affairs of the Partnership. (See Section II: "Summary Terms of the Partnership—Limitation of Liability; ER305378-MAXWELL Blackstone Real Estate Partners Europe V 79 CONFIDENTIAL UBSTERRAMAR00001926 EFTA00237557

Risk Factors and Potential Conflicts ofInterest Indemnification.") Members of the M. Advisory Committee will also be entitled to the benefit of certain indemnification and exculpation provisions as set forth in the Partnership Agreement. Such liabilities may be material and have an adverse effect on the returns of the Limited Partners. For example. in their capacity as directors of portfolio companies, the partners, managers, or affiliates of the General Partner may be subject to dent ative or other similar claims brought by security holders of such companies. The indemnification obligation of the Partnership would be payable from the assets of the Partnership, including the unpaid Capital Commitments of the Limited Partners. If the assets of the Partnership arc insufficient, the General Partner may recall distributions previously made to the Limited Partners, subject to certain limitations set forth in the Partnership Agreement. It should be noted that the General Partner may cause the Partnership to purchase insurance for the Partnership, the General Partner, the Investment Advisor and their employees, agents and representatives. In addition, because the General Partner may cause the Partnership to advance the costs and expenses of an indemnitee pending the outcome of the particular matter (including determination as to whether or not the person was entitled to indemnification or engaged in conduct that negated such person's entitlement to indemnification), there may be periods where the Partnership is advancing expenses to an individual or entity with whom the Partnership is not aligned or is otherwise an adverse party in a dispute. Moreover, in its capacity as General Partner of the Partnership, the General Partner will, notwithstanding any actual or perceived conflict of interest, be the beneficiary of any decision by it to provide indemnification (including advancement of expenses). This may be the case even with respect to settlement of actions where any indemnitee was alleged to have engaged in conduct that disqualifies any such person from indemnification of exculpation so long as the General Partner (and/or its legal counsel) have determined that such disqualifying conduct did not occur. Partnership Expenses. The Partnership will pay and bear all expenses related to its operations. The amount of these partnership expenses will be substantial and will reduce the actual returns realized by Limited Partners on their investment in the Partnership (and will reduce the amount of capital available to be deployed by the Partnership in investments). Partnership expenses include recurring and regular items, as well as extraordinary expenses %r which it may be hard to budget or forecast. As a result, the amount of partnership expenses ultimately called or called at any one time may exceed expectations. As described further in the Partnership Agreement, partnership expenses encompass a broad range of expenses and include all expenses of operating the Partnership and its related entities, including, for example, any entities used directly or indirectly to acquire, hold, or dispose of any one or more Investment(s) or otherwise facilitating the Partnership's investment activities. Although the costs and expenses of forming and organizing the Partnership are separately categorized and subject to a limit under the Partnership Agreement, ongoing partnership expenses to be borne by the Partners and not classified as organizational expenses include costs that relate to organizational matters, such as travel and related expenses of the Investment Advisor or the General Partner, legal, audit and filing fees, capital raising and investor-related services and other similar costs and costs and expenses of administering side letters entered into with Limited Partners (including the process of distributing and implementing applicable elections pursuant to any "most-favored-nations" clauses in side letters). Partnership expenses also include, among other things, expenses related to compliance-related matters and regulatory filings (including, without limitation, regulatory filings of the Investment Advisor and its affiliates relating to the Partnership and its activities, including reporting on Form PF or other reports to be filed in connection with the requirements of the U.S. Commodity Futures Trading Commission and reports, disclosures, filings and notifications prepared, and service providers appointed, in connection with the laws, rules, regulations or similar requirements of jurisdictions in which the Partnership engages in activities (or in which any prospective Limited Partner is resident or established), including any notices, reports, and/or filings (including those in connection ss ith the offering of interests) in accordance with the Directive and any related regulations, expenses and fees charged or specifically attributed or allocated by the Investment Advisor or its affiliates to provide administrative services to the Partnership (including overhead related thereto), and expenses, charges and/or related costs incurred by the Partnership, the Investment Advisor or its affiliates in connection with such provision of administrative services to the ER305378-MAXWELL 80 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001927 EFTA00237558

Risk Factors and Potential Conflicts ofinterest Partnership (or specifically allocated thereto); provided, that any such expenses, fees, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services, accounting expenses, reporting related expenses, including preparation of financial statements. tax returns, K- Is and other communications or notices relating to the Partnership, and related costs and fees, costs and expenses related to the organization or maintenance of any entity used to acquire, hold or dispose of any investment or otherwise facilitating the Partnership's investment activities (including without limitation travel and related expenses related to such entity and the salary and benefits of any personnel (including personnel of the Investment Advisor or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such entity), including overhead expenses in connection therewith. Expenses to be borne by the General Partner and/or the Investment Advisor are limited only to those items specifically enumerated in the Partnership Agreement (such as rent for office space, office furniture and salaries of its employees), and all other costs and expenses in operating the Partnership will be borne directly or indirectly by the Limited Partners. Expenses associated with the investigation, negotiation, structuring, acquisition, holding, monitoring and disposition of Investments, including, without limitation, any brokerage, custody or hedging costs and travel and entertainment expenses in connection with the Partnership's investment activities will be borne by the Partnership (and indirectly by the Limited Partners). Similar expenses incurred in connection with organization and offering of interests in the Partnership will be part of "Organizational Expenses" that arc to be borne by the Limited Partners, subject to the limits set forth in the Partnership Agreement. To the extent not reimbursed by a third party, all third-party expenses incurred in connection with a proposed Investment that is not ultimately made or a proposed disposition that is not actually consummated, including legal, tax, accounting, travel and entertainment, advisory, consulting and printing expenses and any liquidated damages, reverse termination fees or similar pa)ments will be borne by the Partnership (and allocated pro rata to all Partners, without taking into account any applicable excuse or exclusion rights of any Limited Partner). From time to time, the General Partner will be required to decide whether costs and expenses are to be borne by the Partnership, on the one hand, or the General Partner and the Investment Advisor, on the other, and/or whether certain costs and expenses should be allocated between or among the Partnership, on the one hand, and Blackstone's other investment funds and collective investment vehicles (including vehicles in existence as of the date hereof and those that may be formed in the future, collectively, "Other Blackstone Funds"), on the other. Certain expenses may be suitable for only the Partnership, a particular Parallel Fund or participating Other Blackstone Fund and borne only by such fund, or, as is more often the case, expenses may be allocated among each participating Other Blackstone Fund and the Partnership and all Parallel Funds even if the expenses relate only to particular vehicle(s) and/or investor(s) therein. The General Partner will make such allocation judgments in its fair and reasonable discretion, notwithstanding its interest in the outcomc, and may make corrective allocations should it determine that such corrections are necessary• or advisable. Travel, entertainment and related expenses described herein include, without limitation, first class and/or business class airfare (and/or private charter, where appropriate), first class lodging, ground transportation, travel and premium meals (including, as applicable, closing dinners and mementos, cars and meals (outside normal business hours), and social and entertainment events with portfolio entity management, customers, clients, borrowers, brokers and service providers). Capital Calls. Capital calls will be issued by the General Partner from time to time at the discretion of the General Partner, based upon the General Partner's assessment of the needs and opportunities of the Partnership. To satisfy such capital calls, Limited Partners may need to maintain a substantial portion of their Capital Commitment in assets that can be readily converted to cash. Except as specifically set forth in the Partnership Agreement, each Limited Partner's obligation to satisfy capital calls will be unconditional. A Limited Partner's obligation to satisfy capital calls will not in any manner be contingent upon the performance or prospects of the Partnership or upon any assessment thereof provided by the General Partner. Capital calls may not provide all of the information a Limited Partner desires in a particular circumstance, and such information may not be made available and will not be a condition precedent for a Limited Partner to meet its funding obligation. Additionally. and notwithstanding the ER305378-MAXWELL Blackstone Real Estate Partners Europe V XI CONFIDENTIAL UBSTERRAMAR00001928 EFTA00237559

Risk Factors and Potential Conflicts ofInterest foregoing, the General Partner will not be obligated to call 100% of the Limited Partner's Capital Commitment during the Partnership's term. The fees, costs and expenses incurred by Limited Partners in fulfilling a capital call (whether it is bank fees, wire fees, foreign exchange fees, value-added tax or other applicable charge imposed on a Limited Partner) will be borne solely by such Limited Partner and will be in addition to the amounts required by capital calls (and will not be part of or otherwise reduce their Capital Commitments and/or unused Capital Commitments, as applicable). Proposed Legislation Adversely Affecting Blackstone Employees and Other Service Providers Congress has considered proposed legislation that would treat carried interest as ordinary income for U.S. federal income tax purposes and other proposed legislation that would treat publicly traded partnerships engaged in certain investment management activities, such as Blackstone, as corporations for such purposes. Enactment of any such legislation could adversely affect employees or other individuals performing services for the Partnership who hold direct or indirect interests in the General Partner and benefit from carried interest, which could make it more difficult for Blackstone to incentivize, attract and retain individuals to perform services for the Partnership. Any such developments could thus adversely affect the Partnership's investment returns allocable to the Limited Partners. It is unclear whether any such proposed legislation will be enacted or if enacted how it would apply to Blackstone, the General Partner, and any other individuals involved with the Partnership who benefit from carried interest. The Partnership is subject to FATCA. As described in Section VI: "Regulatory, Tax, and ERISA Considerations—Certain Tax Considerations—Certain U.S. Tax Considerations—Certain Federal Income Tax Legislation," under the Foreign Account Tax Compliance Act ("FATCA"), all entities in a broadly defined class of foreign financial institutions ("FFIs") must comply with a complicated and expansive reporting regime or be subject to a 30% U.S. withholding tax on certain U.S. payments (and beginning in 2019, a 30% U.S. withholding tax on gross proceeds from the sale of U.S. stocks and securities) and non- U.S. entities that am not FFIs must either certify they have no substantial U.S. beneficial ownership or report certain information with respect to their substantial U.S. beneficial ownership or be subject to a 30% U.S. withholding tax on certain U.S. payments (and beginning in 2019, a 30% U.S. withholding tax on gross proceeds from the sale of U.S. stocks and securities). FATCA also contains complex provisions requiring participating FFIs to withhold on certain "foreign passthru payments" made to nonparticipating FFIs and to holders that fail to provide the required information. The definition of a "foreign passthru payment" is still reserved under the current regulations, however the term generally refers to payments that are from non-U.S. sources but that are "attributable to" certain U.S. payments and gross proceeds described above. Withholding on these payments is not set to apply until 2019. In general, non-U.S. investment funds am considered FFIs. The reporting requirements imposed under FATCA require FFIs to enter into agreements with the IRS to obtain and disclose information about certain investors to the IRS or, if subject to an intergovernmental agreement (-IGA"), register with the IRS. IGAs am generally intended to result in the automatic exchange of tax information through reporting by an FF1 to the government or tax authorities of the country in which such FF1 is domiciled, followed by the automatic exchange of reported information with the IRS. The General Partner intends any non-U.S. partnership that constitutes an FF1 would comply, to the extent reasonably practicable, with the reporting requirements to avoid the imposition of the withholding tax, but if such FFI does not do so (because, for example, investors fail to provide the required information), certain payments made to any such FFI may be subject to a withholding tax, which would reduce the cash available to investors. Further, these reporting requirements may apply to underlying entities in which the Partnership invests, and the Partnership may not have control over whether such entities comply with the reporting regime. Such withheld amounts that are allocable to a Limited Partner may, in accordance with the Partnership Agreement, be deemed to have been distributed to such Limited Partner to the extent the taxes reduce the amount otherwise distributable to such Limited Partner. Prospective investors should consult their own tax advisors regarding all aspects of FATCA as it affects their particular circumstances. ER305378-MAXWELL 82 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001929 EFTA00237560

Risk Factors and Potential Conflicts oflnterest Legal, Tax and Regulatory Risks Legal. tax and regulatory changes could occur during the term of the Partnership that may adversely affect the Partnership. For example, from time to time the market for private equity transactions has been adversely affected by a decrease in the availability of senior and subordinated financing for transactions, in part in response to regulatory pressures on providers of financing to reduce or eliminate their exposure to such transactions. The regulatory environment for private investment funds is evolving, and changes in the regulation of private investment funds may adversely affect the value of investments held by the Partnership and the ability of the Partnership to effectively employ its investment and trading strategics. Increased scrutiny and newly proposed legislation applicable to private investment funds and their sponsors may also impose significant administrative burdens on the Investment Advisor and may divert time and attention from portfolio management activities. In addition and in particular in light of the changing global regulatory climate, the Partnership will be required to register under certain foreign laws and regulations, and will need to engage distributors or other agents in certain non-U.S. jurisdictions in order to market Interests to potential investors. The effect of any future regulatory change on the Partnership could be substantial and adverse. In addition, the securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. The SEC, other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The regulation of derivatives transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial action. Change of Law Risk. In addition to the risks regarding regulatory approvals, it should be noted that government counterparties or agencies may have the discretion to change or increase regulation of a portfolio investment's operations, or implement laws or regulations affecting the portfolio investment's operations, separate from any contractual rights it may have. A portfolio company or project also could be materially and adversely affected as a result of statutory or regulatory changes or judicial or administrative interpretations of existing laws and regulations that impose more comprehensive or stringent requirements on such company. Governments have considerable discretion in implementing regulations, including, for example, the possible imposition or increase of taxes on income earned by or from a portfolio company or gains recognized by the Partnership on its investment in such portfolio company, that could impact a portfolio company's business as well as the Partnership's return on investment with respect to such portfolio company. OFAC and FCPA Considerations Economic sanction laws in the United States and other jurisdictions prohibit Blackstone, Blackstone's professionals and the Partnership from transacting with or in certain countries and with certain individuals and companies. In the United States, the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC') administers and enforces laws, Executive Orders and regulations establishing U.S. economic and trade sanctions. Such sanctions prohibit, among other things. transactions with. and the provision of services to, certain foreign countries, territories, entities and individuals. These entities and individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. The lists of OFAC prohibited countries, territories, persons and entities, including the List of Specially Designated Nationals and Blocked Persons, as such list may be amended from time to time, can be found on the OFAC website at http://www.treas. gov/ofac. In addition, certain programs administered by OFAC prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the lists maintained by OFAC. These types of sanctions may significantly restrict the Partnership's investment activities in certain markets, including those in Europe. In some countries, there is a greater acceptance than in the United States of government involvement in commercial activities, and of corruption. Blackstone, the Blackstone professionals and the Partnership are committed to complying with the U.S. Foreign Corrupt Practices Act ("FCPA"), the U.K. Bribery Act of 2010, and other anti-corruption laws, anti-bribery laws and regulations, as well as anti-boycott regulations, to which they are subject. As a result, the Partnership may be adversely affected because of ER305378-MAXWELL Blackstone Real Estate Partners Europe V X3 CONFIDENTIAL UBSTERRAMAR00001930 EFTA00237561

Risk Factors and Potential Conflicts of Interest its unwillingness to participate in transactions that violate such laws or regulations. Such laws and regulations may make it difficult in certain circumstances for the Partnership to act successfully on investment opportunities and for Investments to obtain or retain business. In recent years, the U.S. Department of Justice and the SEC have devoted greater resources to enforcement of the FCPA. In addition, the United Kingdom has recently significantly expanded the reach of the U.K. Bribery Act, which in some ways is broader in scope than the FCPA and applies to private and public sector corruption and holds companies liable for failure to prevent bribery unless they have adequate procedures in place to prevent bribery. While Blackstone has developed and implemented a stringent compliance program designed to ensure strict compliance by Blackstone and its personnel with the FCPA and the U.K. Bribery Act, even reasonable compliance programs may not prevent all instances to prevent violations. In addition, in spite of Blackstone's policies and procedures, affiliates of portfolio companies, particularly in cases where the Partnership or another Blackstone sponsored fund or vehicle does not control such portfolio company, and third party consultants, managers and advisors may engage in activities that could result in FCPA or U.K. Bribery Act violations. Any determination that Blackstone has violated the FCPA, the U.K. Bribery Act, or other applicable anti-corruption laws or anti-bribery laws could subject us to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect Blackstone's business prospects and/or financial position, as well as the Partnership's ability to achieve its investment objective and/or conduct its operations. Pay-to-Play Laws, Regulations, and Policies. In light of controversies and highly publicized incidents involving money managers, a number of states and municipal pension plans have adopted so-called "pay- to-play' laws, regulations or policies which prohibit, restrict or require disclosure of payments to (and/or certain contacts with) state officials by individuals and entities seeking to do business with state entities, including investments by public retirement funds. The SEC also has adopted rules that, among other things, prohibit an investment adviser from providing advisory services for compensation with respect to a government plan investor for two years after the adviser or certain of its executives or employees make a contribution to certain elected officials or candidates. If the Investment Advisor, the General Partner, or their respective employees or affiliates fail to comply with such pay-to-play laws, regulations or policies, such non-compliance could have an adverse effect on the Partnership by. for example, providing the basis for the withdrawal of the affected government plan investor. Cyber Security Breaches and Identity Theft. Cyber security incidents and cyber-attacics have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. Blackstone's, portfolio companies' and their service providers' information and technology systems may be vulnerable to damage or interruption from computer viruses or other malicious code, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals or service providers, power, communications or other service outages and catastrophic events such as fires, tomadoes, floods, hurricanes and earthquakes. If unauthorized parties gain access to such information and technology systems, they may be able to steal, publish, delete or modify private and sensitive information. Although Blackstone has implemented, and portfolio companies and service providers may implement, various measures to manage risks relating to these types of events, such systems could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure private information. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing it from being addressed appropriately. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in Blackstone's, the Partnership's and/or a portfolio company's operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to Limited Partners (and their beneficial owners) and the intellectual property and trade secrets of Blackstone and/or portfolio companies. Blackstone, the ER305378-MAXWELL 84 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001931 EFTA00237562

Risk Factors and Potential Conflicts ofinterest Partnership and/or a portfolio company could be required to make a significant investment to remedy the effects of any such failures, harm their reputations, subject them and their respective affiliates to legal claims and adverse publicity and otherwise affect their business and financial performance. Placement Agents. One or more parties will act as placement agents (each, a "Placement Agent", and together, the "Placement Agents") for the Interests and, in that capacity, act for the General Partner and in such capacity would not act as investment advisers to potential investors in connection with the offering of the Interests. Potential investors must independently evaluate the offering and make their own investment decisions. In connection with the foregoing, the General Partner and/or its affiliates may engage Park Hill, a former affiliate of the General Partner, which is now part of PIT Partners, as a Placement Agent. (See also "—Other Blackstone Businesses and Activities.") The General Partner and/or its affiliates will pay each Placement Agent a placement fee based upon the amount of Interests committed to by investors that each such Placement Agent introduces to the General Partner and each Limited Partner will bear any placement fees incurred with respect to its investment in the Partnership and it Management Fees will be reduced on a dollar-for-dollar basis. Potential investors should also note that at various times, the Placement Agents can be expected to act as placement agents for other fund sponsors and funds, including unaffiliated fund sponsors and funds, which may offer interests that are similar to the Interests and/or otherwise compete with the Partnership for investments. Those unaffiliated sponsors may pay placement fees on terms different from the fees that the Placement Agents will receive from the General Partner in connection with this offering, and this difference in fees may influence the Placement Agents to introduce or not introduce potential investors to the General Partner. Furthermore, certain Placement Agents may, and other Blackstone affiliates will, seek to do business with and earn fees or commissions from other investment finds and their portfolio companies and affiliates of the General Partner. Examples of such business may include, without limitation: provision of financing or other investment banking services; lending or arranging credit; and provision of prime brokerage. Each potential investor should consider these issues in making its investment decision. Possible Exclusion. The General Partner may determine that it is appropriate to exclude one or more Limited Partners (or categories of Limited Partners) from a particular Investment (or category of Investments) due to particular tax concerns related thereto or for other regulatory or legal reasons. Subject to the goal of maximizing overall returns for the Limited Partners, the General Partner will generally seek to mitigate the circumstances giving rise to such exclusion. If the General Partner later determines that it is no longer necessary for such Limited Partners to be excluded from such Investment (including, because the tax, regulatory or legal situation has changed or is no longer in effect), the General Partner may require or permit the previously excluded Limited Partners to participate in the Investment, including through the participation thereby in an alternative investment vehicle and/or the acquisition of a portion of the Investment from Blackstone or an affiliate thereof (subject to certain limitations). However, Blackstone or any of its affiliates would have no right and would be under no obligation to sell a portion of the Investment to the Partnership, and the Partnership would have no right and would be under no obligation to acquire a portion of the Investment. Any later purchase of an Investment from Blackstone or an affiliate thereof would be at the fair market value of the Investment at the time of the later purchase. Therefore Limited Partners who were initially excluded from the Investment may participate in the Investment on different terms (and may not get the benefit of any income from the Investment prior to their participation). Side Agreements. The General Partner will enter into side letters or other similar agreements with certain Limited Partners in connection with their admission to the Partnership as Limited Partners therein without the approval of any other Limited Partner, which would have the effect of establishing rights under or altering or supplementing the terms of the Partnership Agreement with respect to such Limited Partners in a manner more favorable to such Limited Partners than those applicable to other Limited Partners. Such rights or terms in any such side letter or other similar agreement may include, without limitation, (i) excuse rights applicable to particular Investments (which may increase the percentage interest of other Limited Partners in, and contribution obligations of other Limited Partners with respect to, such ER305378-MAXWELL Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001932 EFTA00237563

Risk Factors and Potential Conflicts ofInterest Investments), (ii) the General Partner's agreement to extend certain information rights or additional reporting to such Limited Partner, including, without limitation, to accommodate special regulatory or other circumstances of such Limited Partner, (iii) waiver or modification of certain confidentiality obligations and/or documentation that might be requested by the General Partner for the benefit of lenders or other persons extending credit to or arranging financing for the Partnership, (iv) consent of the General Partner to certain transfers by such Limited Partner or other exercises by the General Partner of its discretionary authority under the Partnership Agreement for the benefit of such Limited Partner, (v) restrictions on, or special rights of such Limited Partner with respect to the activities of the General Partner. (vi) withdrawal rights (subject to thc consent of the General Partner) due to legal, regulatory or policy matters, including matters related to political contributions, gifts and other such policies, (vii) other rights or terms necessary in light of particular legal, regulatory or public policy characteristics of a Limited Partner, (viii) economic arrangements, (ix) matters regarding such Limited Partner's right to participate in co-investment opportunities, (x) matters regarding such Limited Parttner'S (or its affiliates') interest in providing debt financing to the Partnership or its portfolio companies or (xi) additional obligations, and restrictions of the Partnership with respect to the structuring of any investment (including with respect to alternative investment vehicles). Such side agreements may permit such Limited Partners to take actions on the basis of information not available to other Limited Partners that do not have the benefit of such agreements. Any rights or terms so established in a side letter with a Limited Partner will govern solely with respect to such Limited Partner (but not any of such Limited Partner's assignees or transferees unless so specified in such side letter) and will not require the approval of any other Limited Partner notwithstanding any other provision of the Partnership Agreement. A copy of the applicable provisions of each side letter (without duplication) that is entered into will be available upon request and will be distributed in connection with the most-favored-nations side letter election process that will take place following the final closing. Moreover, notwithstanding the fact that a Limited Partner may have such a most-favored-nations provision in its side letter, such Limited Partner will not, notwithstanding the terms of such side letter provision, have the right to elect any rights or benefits: (a) unless such Limited Partner agrees to be bound by any obligations, restrictions or other terms related to such rights or benefits that have been agreed to with the investor initially granted such rights or benefits; (b) contained in any side letter entered into in connection with the admission of an investor and one or more of its affiliates to thc Partnership and one or more other investment vehicles and/or managed accounts sponsored or advised by Blackstone pursuing a materially different investment strategy or diversified investment program pursuant to an integrated overall arrangement with Blackstone, which side letter, for greater certainty, may remain confidential and not shared with any other investors; (c) that relate to appointing a representative or non-voting observer to the M. Advisory Committee; (d) established in favor of another investor by reason of thc fact that such other investor is subject to any laws, rules, regulations or policies to which the Limited Partner is not also subject, (e) that are personal to another investor based solely on thc place of organization or headquarters of, organizational form of, or other particular restrictions or considerations applicable to, such investor and/or (f) granted to an affiliate of Blackstone (including, for this purpose, any Other Blackstone Fund and/or charity, foundation or endowment or other similar program (including any related entities, vehicles and/or accounts) associated with Blackstone), Blackstone's senior advisors, operating partners and/or its current or former employees, partners and affiliates. In addition, Blackstone has, and it can be expected that Blackstone in the future will, enter into agreements with investors involving an investor's overall relationship with Blackstone, including one or more strategies in addition to the Partnership's strategy with terms and conditions applicable to such investor and its investment in multiple Blackstone strategies that would not apply to a Limited Partner's investment in the Partnership. Such an agreement would often involve an investor agreeing to make a capital commitment to multiple Blackstone funds, one or more of which may include the Partnership. Limited Partners will not receive a copy of the agreement memorializing such an investment program and will be unable to elect any rights or benefits granted to such multi-strategy investor. Specific examples of such additional rights and benefits include (in addition to one or more of the rights listed above) ER305378-MAXWELL 86 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001933 EFTA00237564

Risk Factors and Potential Conflicts of Interest specialized reporting, discounts on and/or reimbursement of fees and/or carried interest applied to some or all of the relevant investment program and/or investment vehicles (including, as applicable, the Partnership), secondment of personnel from the investor to Blackstone (or vice versa), as well as targeted amounts for co-investments alongside Blackstone funds (including, without limitations, preferential allocation thereof and the terms and conditions related to such participation (including any carried interest and/or management fees to be charged with respect thereto)), which may include investments made by the Partnership. Any such arrangements will result in fewer co-investment opportunities (or reduced allocations) being made available to Limited Partners. It is also expected that Blackstone will from time to time confirm factual matters to incoming Limited Partners, make statements of intent or expectation to such Limited Partners or acknowledge statements by such incoming Limited Partners that relate to the Partnership and/or Blackstone's activities pertaining thereto in one or more respects. In addition, Blackstone may from time to time agree to certain matters relating to knowledge transfer and/or secondments with one or more Limited Partners as part of an overall fine relationship. Any such statements, confirmations agreements or acknowledgements will not involve the granting of any legal right or benefit, and therefore will not be subject to the "most favored nations" process or election by the Limited Partners, and as a result Limited Partners will not typically receive notice thereof or copies of the documentation (if any) in which they are contained. There can be no assurance that any such arrangements will not have an adverse effect on the Partnership or that such arrangements will not influence Blackstone's activities or the operation of the Partnership. The Partnership ma)' be liable for adjustments to its tax returns as a result of recently enacted legislation. Legislation was recently enacted that significantly changes the rules for U.S. federal income tax audits of partnerships. Such audits will continue to be conducted at the partnership level, but with respect to tax retums for taxable years beginning after December 31, 2017, and, unless a partnership qualifies for and affirmatively elects an alternative procedure, any adjustments to the amount of tax due (including interest and penalties) will be payable by the partnership. Under the elective alternative procedure, a partnership would issue information returns to persons who were partners in the audited year, who would then be required to take the adjustments into account in calculating their own tax liability, and the partnership would not be liable for the adjustments. There can be no assurance that the Partnership will be eligible to make such an election or that it will, in fact, make such an election for any given adjustment. If the Partnership does not or is not able to make such an election, then (I) the then current Partners of the Partnership, in the aggregate, could indirectly bear income tax liabilities in excess of the aggregate amount of taxes that would have been due had the Partnership elected the alternative procedure, and (2) a given Partners may indirectly bear taxes attributable to income allocable to other Partners or former Partners, including taxes (as well as interest and penalties) with respect to periods prior to such Partner's ownership of Interests of the Partnership . Amounts available for distribution to the Partners of the Partnership may be reduced as result of the Partnership's obligations to pay any taxes associated with an adjustment. Many issues and the overall effect of this new legislation on the Partnership are uncertain, and Partners should consult their own tax advisors regarding all aspects of this legislation as it affects their particular circumstances. Phantom Income. A Limited Partner that is subject to U.S. tax or subject to tax in other jurisdictions may be required to take into account its allocated share of all items of partnership income, gain, loss, deduction and credit, whether or not distributed. Because of the nature of the Partnership's investment activities, the Partnership may generate taxable income in excess of cash distributions to the Partners and no assurance can be given that the Partnership will be able to make cash distributions to cover such tax liabilities as they arise. Accordingly, the Limited Partners should ensure that they have sufficient cash flow from other sources to pay all tax liabilities resulting from the Limited Partner's ownership of Interests in the Partnership. See Section VI: "Regulatory, Tax and ERISA Considerations—Certain U.S. Tax Considerations." ER305378-MAXWELL Blackstone Real Estate Partners Europe V 87 CONFIDENTIAL UBSTERRAMAR00001934 EFTA00237565

Risk Factors and Potential Conflicts of Interest Amendments. The terms of the Partnership Agreement provide that in the case of (x) any consent (including, without limitation, with respect to any proposed amendments of the Partnership Agreement) sought by the General Partner or (y) any anticipated "assignment" (within the meaning of Section 202(a)( I) of the Advisers Act) by the General Partner of its Interest or by the Investment Advisor of the Investment Advisory Agreement, then, as an alternative to obtaining the approval of the M. Advisory Committee to such assignment on behalf of the Partnership, the General Partner may seek to obtain the approval of the Combined Limited Partners by way of a "negative consent" right under the Partnership Agreement. To the extent the General Partner seeks to obtain the approval of the Limited Partners by way of any such "negative consent," subject to the terms and conditions of the Partnership Agreement, the failure of a Limited Partner to respond to a notice seeking a consent to an amendment of the Partnership Agreement (and any required follow-up notices) will be deemed to be such Limited Partner's consent with respect thereto. As a result, the failure of a Limited Partner to respond will be counted as an affirmative consent by such Limited Partner despite the fact that such Limited Partner may have otherwise desired not to vote in favor of such amendment had it submitted a timely response with respect to such notice. FOIA. To the extent that the General Partner determines in good faith that, as a result of the U.S. Freedom of Information Act ("FOIA"), any governmental public records access law, any state or other jurisdiction's laws similar in intent or effect to FOIA, or any other similar statutory or regulatory requirement, a Limited Partner or any of its affiliates may be required to disclose information relating to the Partnership, its affiliates, and/or any entity in which an investment is made (other than certain fund- level, aggregate performance information described in the Partnership Agreement), which disclosure could, for example, affect the Partnership's competitive advantage in finding attractive investment opportunities. The General Partner may, in order to prevent any such potential disclosure, withhold all or any part of the information otherwise to be provided to such Limited Partner, as more fully described in the Partnership Agreement. Without limiting the foregoing, in the event that any party seeks the disclosure of information relating to the Partnership, its affiliates, and/or any entity in which an investment is made under FOIA or any such similar law, the General Partner may, in its discretion, initiate legal action and/or otherwise contest such disclosure, which may or may not be successful, and any expenses incurred therewith will be borne by the Partnership. Handling of Mail. Mail addressed to the Partnership and received at its registered office will be forwarded unopened to the forwarding address supplied by the Partnership. None of the Partnership, the General Partner or any of its or their directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address. Potential Conflicts of Interest Various potential and actual conflicts of interest will arise as a result of the overall investment activities of the Partnership. Blackstone. the General Partner, the Investment Advisor and their affiliates. The following discussion enumerates certain but not all potential conflicts of interest which should be carefully evaluated before making an investment in the Partnership. Blackstone and Blackstone personnel may in the .ffiture engage in .ffirther activities that may result in additional conflicts of interest not addressed below. If any matter arises that the General Partner and its affiliates (including the Investment Advisor) determine in its good faith judgment constitutes an actual conflict of interest. the General Partner and its affiliates (including the Investment Advisor) may take such actions as they determine in good faith may be necessary or appropriate to ameliorate the conflict (and upon taking such actions the General Partner and its affiliates (including the Investment Advisor) will be relieved of any liability for such conflict to the finest extent permitted by law and shall be deemed to have satisfied applicable fiduciary duties related thereto to the fullest extent permitted by law). These actions may include, by way of example and without limitation, (i) presenting a conflict of interest to thee Advisory ER305378-MAXWELL 88 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001935 EFTA00237566

Risk Factors and Potential Conflicts of Interest Committee as expressly provided for in the Partnership Agreement, (ii) disposing of the security giving rise to the conflict of interest; (l11) appointing an independent fiduciary to act with respect to the matter giving rise to the conflict of interest: (iv) in connection with a matter giving rise to a conflict of interest with respect to an investment, consulting with the L.P. Advisory Committee regarding the conflict of interest and either obtaining a waiver or consent from the L.P. Advisory Committee of the conflict of interest or acting in a manner, or pursuant to standards or procedures. approved by the Advisory Committee with respect to such conflict of interest. (19 disclosing the conflict to the Limited Partners (including, without limitation. In drawdown notices, quarterly letters or other communications). or (vi) Implementing certain policies and procedures designed to ameliorate such conflict of interest. There can be no assurance that Blackstone will identify or resolve all conflicts of interest in a manner that is favorable to the Partnership. By acquiring an Interest in the Partnership, each Limited Partner will be deemed to have acknowledged and consented to the existence or resolution of any such actual, apparent or potential conflicts of interest and to have waived any claim with respect to any liability arising from the existence of any such conflict of interest. The following briefly summarizes some of these conflicts. but is not intended to be an exclusive list of all such conflicts. Any references to Blackstone. the General Partner, and the Investment Advisor in this section will be deemed to include their respective affiliates, partners. members, shareholders. officers, directors and employees. Prospective investors are urged to review the Investment Advisor's Form ADV for additional risks and conflicts disclosure. Performance Allocation. The existence of the General Partner's 20% carried interest may create an incentive for the General Partner to make more speculative investments on behalf of the Partnership than it would otherwise make in the absence of such performance-based compensation. Under the terms of the Partnership Agreement, the General Partner is entitled to elect to receive its carried interest with respect to an Investment that is otherwise being sold in the form of an in-kind distribution of marketable securities, including if the purpose is to permit one or more Blackstone personnel to donate such securities to charity (which may include private foundations, funds or other charities associated with any such personnel). The tax efficiencies to such Blackstone personnel associated with this form of charitable giving may have the effect of reinforcing and/or enhancing the General Partner's incentives otherwise resulting from the existence of its carried interest and therefore conflicts of interest may arise in making decisions on behalf of the Partnership (including the timing of the disposition of Investments). However, the significant commitment by Blackstone to invest in Investments, the General Partner clawback (see Section II: "Summary Terms of the Partnership — General Partner Clawback"), and the fact that the hurdle rate is calculated on an aggregate basis should tend to reduce the incentive to make more speculative investments or otherwise time the sale of Investments in a manner motivated by the personal interests of Blackstone personnel. In connection therewith, the General Partner's clawback obligation may create an incentive for the General Partner to defer disposition of one or more Investments if such disposition would result in a realized loss and/or the finalization of dissolution and liquidation of the Partnership where a clawback obligation would be owed. in addition, upon a withdrawal by a Limited Partner from the Partnership (in limited circumstances) and upon the liquidation of the Partnership, the General Partner may receive Carried interest Distributions with respect to a distribution in-kind of non-marketable securities. The valuation of such securities for such purposes will be determined by the General Partner as set forth in the Partnership Agreement. Allocation of Personnel The General Partner and its affiliates will devote such time as shall be necessary to conduct the business affairs of the Partnership in an appropriate manner. However, Blackstone personnel, including certain members of the investment Committee, will work on other projects and/or Other Blackstone Funds, will serve on other committees and have other responsibilities throughout Blackstone and/or its portfolio companies, and, therefore, conflicts arc expected to arise in the allocation of personnel and such personnel's time. This may include BREDS (as defined below), the BPP Funds (as defined below) or other real estate investment programs now existing or to be developed in the future. in this regard, however, a group of real estate professionals will devote a majority of their business time to the activities of the Partnership, the Real Estate Funds, and any successor or predecessor ER305378-MAXWELL Blackstone Real Estate Partners Europe V 89 CONFIDENTIAL UBSTERRAMAR00001936 EFTA00237567

Risk Factors and Potential Conflicts of Interest funds thereto (and their respective investments) and their related entities (which may include separate accounts, dedicated managed accounts and/or investment funds formed for specific geographical areas or investments). For purposes hereof, "BREDS" shall be deemed to include Blackstone Real Estate Debt Strategies III M., its predecessor funds and other vehicles accounts and/or entities (including without limitation, Blackstone Mortgage Trust Inc. ("BXMT'), a publicly traded REIT, and any other funds, vehicles, accounts and/or other entities managed on a day-to-day basis primarily by personnel in the Blackstone Real Estate Debt Strategics Group). For purposes hereof, -BPP Funds" shall be deemed to include Blackstone Property Partners •., Blackstone Property Partners International — A •., each of their respective parallel funds and successor funds, including any alternative vehicles formed in connection therewith, and any other funds, vehicles, accounts and/or other entities related to the -core," "core+" or value-add investment space (including such future investment funds, managed accounts and/or other similar arrangements). Fees for Services. Blackstone may receive (i) acquisition fees for Investments, (ii) Additional Fees, (iii) fees for Property Management Services, and (iv) fees for Company Advisory Services, as described under Section II: "Summary Terms of the Partnership—Management Fee; Other Fees." Blackstone may also serve as an advisor to a seller of an investment to the Partnership (see "—Other Blackstone Businesses and Activities" below). The Management Fee with respect to a Limited Partner will generally be reduced by an amount equal to (i) 100% of such Limited Partner's pro rata share of fees described in clause (i) above and (ii) 80% of such Limited Partner's share of Additional Fees; provided, that such fees will be allocated among the Partnership (and the Parallel Funds), the Real Estate Funds, vehicles participating with respect to the Blackstone Co-Investment Percentage, Supplemental Capital Vehicles and, to the extent applicable, the Other Blackstone Funds or Similar Funds on a pro rata basis in applying the foregoing. Except as set forth above, the Limited Partners will not receive the benefit of fees or other compensation received by Blackstone in connection with the provision of services by Blackstone to the Partnership or third parties. The amount of such fees allocable to such Other Blackstone Funds and/or accounts and co-investment vehicles will not result in an offset of the Management Fee payable by Limited Partners, even if such Other Blackstone Funds and/or accounts and co-investment vehicles provide for lower or no management fees for the investors or participants therein (such as the vehicles established in connection with Blackstone's side-by-side co-investment rights, which generally do not provide for a management fee or carried interest payable by participants therein). In the event break-up or topping fees are paid to Blackstone in connection with a transaction that is not ultimately consummated, co-investment vehicles that invest alongside the Partnership will generally not be allocated any share of such break-up or topping fees; similarly, such co-investment vehicles generally do not bear their share of broken deal expenses (such as reverse termination fees, extraordinary expenses such as litigation costs and judgments and other expenses) for unconsummated transactions, and such costs and expenses will be home by the Limited Partners. Such other fees may give risc to conflicts of interest in connection with the Partnership's investment activities, and while the General Partner and the Investment Advisor will seek to resolve any such conflicts in a fair and equitable manner, there is no assurance that any such conflicts will be resolved in favor of the Partnership. (See also "—Other Blackstone Funds; Allocation of Investment Opportunities; "Investments in Which Other Blackstone Funds Have A Different Principal Investment" and "—Other Real Estate Funds" below.) In the case of acquisition fees, often times these will be calculated as a percentage of the total enterprise valuation of the transaction, which is generally the aggregate amount of invested capital and debt assumed or financed by the Partnership and/or the portfolio company and its subsidiaries and affiliates. Blackstone has established an 80/20 joint venture with Kensington Vanguard, an existing leading national title agent to create a new title company (the "Title Company"). While the mandate of the Title Company is U.S.-focused, Blackstone may. in the future, expand the title agency to non-U.S. jurisdictions, including Europe. The new Title Company acts as an agent for certain large underwriters in issuing title policies for investments by Other Blackstone Funds as well as non-Blackstone investments (where applicable) and it is anticipated that if title agency is expanded to non-U.S. jurisdictions, such title agent ER305378-MAXWELL 90 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001937 EFTA00237568

Risk Factors and Potential Conflicts ofinterest would act similarly. The Title Company and any such title agents place title insurance and provide title services for property owned by, and/or portfolio companies of, Other Blackstone Funds (and may serve in such capacities for the Partnership), and, as a result, Blackstone. through its interest in such entity. receives (or will receive) fees and compensation resulting from its investments, and there will be no related offset to the Management Fee. As a result, while Blackstone believes that any such affiliated title agent, when engaged, generally provides (or will provide) services at rates equal to or better than those provided by third parties (even in jurisdictions where insurances rates arc statutorily determined), there is an inherent conflict of interest that may incentivize Blackstone to engage its affiliated service provider over a third party. In addition. Blackstone Property Management Limited (-BPM"), a Blackstone affiliate that provides property management, leasing oversight and development management services to certain Blackstone Real Estate investment properties primarily located in the United Kingdom and continental Europe, as discussed in further detail below under "—Service Providers," will receive fees for such services at competitive market rates as confirmed by the General Partner from time to time. The Partnership will bear the cost of fund administration and other related services provided by Blackstone employees and/or affiliates (including the allocation of their compensation otherwise payable by Blackstone), and, except in certain limited circumstances, such amounts will not offset the Management Fee. Such allocations require judgments as to methodology that Blackstone will make in good faith. Such methodologies can include (i) requiring personnel to periodically record or allocate their historical time according to the Partnership, (ii) Blackstone approximating the proportion of certain personnel's time spent on particular funds, (iii) the assessment of an overall dollar amount (based on a fixed fee or percentage of assets under management) that Blackstone believes represents a fair recoupment of expenses and market rate for such services or (iv) any other similar methodology determined by Blackstone to be appropriate under the circumstances. Any such methodology (including the choice thereof) involves inherent conflicts and may not result in perfect attribution and allocation of expenses. These expenses will be borne by the Partnership and will not result in any offsct to the Management Fee. Blackstone (or its portfolio companies) may from time to time provide asset and/or property management services for a fee (including incentive fees) with respect to Investments sold by the Partnership to a third party buyer. Such involvement of Blackstone as a provider of such services with respect to such Investments may give rise to potential or actual conflicts of interest. While it is generally not expected that Blackstone will have a separate direct economic interest in such Investments, it is possible that a buyer may require Blackstone as provider of such services to retain or acquire a stake in the asset as part of the overall service relationship therewith. Advisors and Operating Partners. Blackstone engages and retains strategic advisors, consultants, senior advisors and other similar professionals who are not employees or affiliates of Blackstone and who are expected, from time to time, to receive payments from, or allocations with respect to, portfolio companies (as well as from Blackstone or the Partnership). In such circumstances, such payments from, or allocations with respect to, portfolio companies and/or the Partnership may be treated as Partnership Expenses and will not, even if they have the effect of reducing any retainers or minimum amounts otherwise payable by Blackstone, be deemed paid to or received by Blackstone and such amounts will not be subject to the offset provisions as described in Section II: "Summary Terms of the Partnership - Management Fee; Other Fees." These strategic advisors, consultants, operating partners and/or other professionals (which may include certain former Blackstone employees) often have the right or may be offered the ability to co-invest alongside the Partnership. including in those Investments in which they are involved (and for which they may be entitled to receive performance-related incentive fees, which will reduce the Partnership's returns and will not necessarily be subordinated to the return of Limited Partners' Capital Contributions), or otherwise participate in equity plans for management of any such portfolio company or invest directly in the Partnership or in a vehicle controlled by the Partnership subject to ER305378-MAXWELL Blackstone Real Estate Partners Europe '•' 91 CONFIDENTIAL UBSTERRAMAR00001938 EFTA00237569

Risk Factors and Potential Conflicts ofInterest reduced or waived management fees and/or carried interest, including after the termination of their engagement by or other status with Blackstone, and such co-investment and/or participation (which generally will result in the Partnership being allocated a smaller share of an investment) will not be considered as part of Blackstone's side-by-side co-investment rights. Additionally, and notwithstanding the foregoing, these strategic advisors, consultants, senior advisors and/or other professionals, as well as current and former executive officers of Blackstone portfolio companies, are expected to be (or have the preferred right to be) investors in Portfolio Vehicles and/or Other Blackstone Funds, and may be permitted to participate in Blackstone's side-by-side co-investment rights, which generally do not provide for a management fee or carried interest payable by participants therein and generally result in the Partnership being allocated a smaller share of an investment than would otherwise be the case in the absence of such side-by-side rights. Additionally, Other Blackstone Funds will be permitted (or have the preferred right) to participate in Blackstone's side-by-side co-investment rights. In particular, funds, vehicles, accounts and other similar arrangements managed by Blackstone Total Alternatives Solution Advisors L.L.C. are expected to participate in investments alongside the Partnership pursuant to Blackstone's side-by-side investment rights. In such cases, Blackstone would be eligible to receive fees and carried interest with respect to such Other Blackstone Funds. The nature of the relationship with each of the strategic advisors, senior advisors, consultants, operating partners and/or other professionals and the amount of time devoted or required to be devoted by them varies considerably. In some cases, they provide the General Partner and/or the Investment Advisor with industry-specific insights and feedback on investment themes, assist in transaction due diligence, make introductions to and provide reference checks on management teams. In other cases, they take on more extensive roles and serve as executives or directors on the boards of portfolio companies or contribute to the origination of new investment opportunities. In certain instances Blackstone has formal arrangements with these executive advisors consultants, management teams for operating platforms and/or other professionals (which may or may not be terminable upon notice by any party), and in other cases the relationships are more informal. They are either compensated (including pursuant to retainers and expense reimbursement and, in any event, pursuant to negotiated arrangements which will not be confirmed as being comparable to the market rates for such services) from Blackstone, the Partnership and/or portfolio companies or otherwise uncompensated unless and until an engagement with a portfolio company develops. In certain cases, they have certain attributes of Blackstone "employees" (e.g., they may have dedicated offices at Blackstone, have a Blackstone email address, participate in general meetings and events for Blackstone personnel, work on Blackstone matters as their primary or sole business activity) even though they are not Blackstone employees, affiliates or personnel for purposes of the Partnership Agreement, Investment Advisory Agreement and related Management Fee offset provisions. There can be no assurance that any of the consultants and/or other professionals will continue to serve in such roles and/or continue their arrangements with Blackstone, the Partnership and/or any portfolio companies throughout the term of the Partnership. Blackstone Policies and Procedures Specified policies and procedures implemented by Blackstone to mitigate potential conflicts of interest and address certain regulatory requirements and contractual restrictions will from time to time reduce the synergies across Blackstone's various businesses that the Partnership expects to draw on for purposes of pursuing attractive investment opportunities. Berartse Blackstone has many different asset management businesses, including capital markets group, it is subject to a number of actual and potential conflicts of interest, greater regulatory oversight and subject to more legal and contractual restrictions than that to which it would otherwise be subject if it had just one line of business. In addressing these conflicts and regulatory, legal and contractual requirements across its various businesses, Blackstone has implemented certain policies and procedures (e.g., information walls) that reduce the positive synergies that the Partnership expects to utilize for purposes of finding attractive investments. For example, Blackstone will from time to time come into possession of material non-public information with respect to companies in which its private equity business may be considering making an investment or companies that are clients of Blackstone. As a consequence, that information, which could be of benefit to the Partnership, might become restricted to those respective businesses and otherwise be ER305378-MAXWELL 92 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001939 EFTA00237570

Risk Factors and Potential Conflicts ofInterest unavailable to the Partnership. In addition, to the extent that the Blackstone Real Estate group is in possession of material non-public information or is otherwise restricted from trading in certain securities, the Partnership and the Investment Advisor, as part of the Blackstone Real Estate group, generally also will be deemed to be in possession of such information or otherwise restricted. This could reduce the investment opportunities available to the Partnership, prevent the Partnership from exiting an Investment or otherwise limit its investment flexibility. Additionally, the terms of confidentiality or other agreements with or related to companies in which any Blackstone fund has or has considered making an investment or which is otherwise a client of Blackstone will from time to time restrict or otherwise limit the ability of the Partnership and/or its portfolio companies and their affiliates to make investments in or otherwise engage in businesses or activities competitive with such companies. Blackstone may enter into one or more strategic relationships, in certain regions or with respect to certain types of investments that. although intended to provide greater opportunities for the Partnership, may require the Partnership to share such opportunities or otherwise limit the amount of an opportunity the Partnership can otherwise take. (See also "—Other Blackstone Funds; Allocation of Investment Opportunities.") Other Blackstone Businesses and Activities. As part of its regular business, Blackstone provides a broad range of services. In addition, from time to time, Blackstone and its affiliates will provide services in the future beyond those currently provided. Limited Partners will not receive a benefit from such fees. In connection with its capital markets, investment banking. real estate advisory and other businesses. Blackstone may determine that there are conflicts of interest or come into possession of information that limits its and its affiliates' ability to engage in potential real estate-related transactions. The Partnership's activities may be constrained as a result of such conflicts of interest and Blackstone's inability to use such information. For example, employees of Blackstone may be prohibited by law or contract from sharing information with Blackstone's real estate group. Additionally, there may be circumstances in which one or more individuals associated with Blackstone will be precluded from providing services to the General Partner or the Investment Advisor because of certain confidential information available to those individuals or to other parts of Blackstone. Blackstone is under no obligation to decline any engagements or investments in order to make an investment opportunity available to the Partnership. The Partnership may be forced to sell or hold existing Investments as a result of investment banking relationships or other relationships that Blackstone may have or transactions or investments Blackstone and its affiliates may make or have made. (See "—Other Blackstone Funds; Allocation of Investment Opportunities" and "Portfolio Company Relationships" below.) The Partnership may also co-invest with such clients of Blackstone in particular investment opportunities and the relationship with such clients could influence the decisions made by the General Partner with respect to such Investments. Therefore, there can be no assurance that all potentially suitable investment opportunities that come to the attention of Blackstone will be made available to the Partnership. (Sec also "—Continuing Relationships of Schreiber," "—Other Blackstone Funds; Allocation of Investment Opportunities," "I—Conflicting Fiduciary Duties to Debt Funds" and -- Other Real Estate Funds," below.) Blackstone will from time to time participate in underwriting or lending syndicates with respect to portfolio companies of the Partnership, or otherwise be involved in the public offering and/or private placement of debt or equity securities issued by, or loan proceeds borrowed by, the Partnership's portfolio companies, or otherwise in arranging financing (including loans) for portfolio companies. Such underwritings will be on a firm commitment basis or may be on an uncommitted "best efforts" basis. A Blackstone broker-dealer will from time to time act as the managing underwriter or a member of the underwriting syndicate and purchase securities from the Partnership or such portfolio companies or advise on such transactions. Blackstone will also from time to time, on behalf of the Partnership or other parties to a transaction involving the Partnership, effect transactions, including transactions in the secondary markets where it will from time to time nonetheless have a potential conflict of interest regarding the Partnership and the other parties to those transactions to the extent it receives commissions or other ER305378-MAXWELL Blackstone Real Estate Partners Europe V 93 CONFIDENTIAL UBSTERRAMAR00001940 EFTA00237571

Risk Factors and Potential Conflicts ofInterest compensation from the Partnership and such other parties. Subject to applicable law, Blackstone will from time to time receive underwriting fees, discounts, placement commissions, lending arrangement and syndication fees (or, in each case, rebates of any such fees, whether in the form of purchase price discounts or otherwise, even in cases where Blackstone or an Other Blackstone Fund or account is purchasing debt) or other compensation with respect to the foregoing activities, which are not required to be shared with the Partnership or the Partners and the Management Fee with respect to a Limited Partner generally will not be reduced by such amounts. Blackstone will from time to time nonetheless have a potential conflict of interest regarding the Partnership and the other parties to those transactions to the extent it receives commissions, discounts or such other compensation from such other parties. The General Partner will approve any transactions in which a Blackstone broker-dealer acts as an underwriter, as broker for the Partnership, or as dealer, broker or advisor, on the other side of a transaction with the Partnership only where the General Partner believes in good faith that such transactions are appropriate for the Partnership and, by executing a Subscription Agreement for Interests in the Partnership, a Limited Partner consents to all such transactions, along with the other transactions involving conflicts of interest described herein, to the fullest extent permitted by law. Sales of securities for the account of the Partnership (particularly marketable securities) will from time to time be bunched or aggregated with orders for other accounts of Blackstone including other investment partnerships. It is frequently not possible to receive the same price or execution on the entire volume of securities sold, and the various prices may be averaged which may be disadvantageous to the Partnership. Where Blackstone serves as underwriter with respect to a portfolio company's securities, the Partnership will from time to time be subject to a lock-up" period following the offering under applicable regulations during which time its ability to sell any securities that it continues to hold is restricted. This may prejudice the Partnership's ability to dispose of such securities at an opportune time. (See also "—Other Trading and Investing Activities" and "—Portfolio Company Relationships" below.) Blackstone employees, including employees of the Investment Advisor, are generally permitted to invest in alternative investment funds, real estate funds, hedge funds or other investment vehicles, including potential competitors of the Partnership. Limited Partners will not receive any benefit from any such investments. On October I, 2015, Blackstone spun off its financial and strategic advisory services, restructuring and reorganization advisory services, and its Park Hill fund placement businesses and combined these businesses with PIT Partners Inc. ("PIT), an independent financial advisory firm founded by Paul J. Taubman. While the new combined business operates independently from Blackstone and is not be an affiliate thereof, nevertheless conflicts may arise in connection with transactions between or involving the Partnership and its portfolio companies on the one hand and PIT on the other. Specifically, given that PIT will not be an affiliate of Blackstone, there may be fewer or no restrictions or limitations placed on transactions or relationships engaged in by PIM new advisory business as compared to the limitations or restrictions that might apply to transactions engaged in by an affiliate of Blackstone. It is expected that there will be substantial overlapping ownership between Blackstone and PIT for a considerable period of time going forward. Therefore, conflicts of interest in doing transactions involving PIT will still arise. The pre-existing relationship between Blackstone and its former personnel involved in such financial and strategic advisory services, the overlapping ownership, co-investment and other continuing arrangements, may influence the Investment Advisor in deciding to select or recommend PIT to perform such services for the Partnership (or a portfolio company) (the cost of which will generally be borne directly or indirectly by the Partnership or such entity, as applicable). Nonetheless, the General Partner and its affiliates will be free to cause the Partnership and portfolio companies to transact with PIT generally without restriction under the Partnership Agreement notwithstanding such overlapping interests in, and relationships with, PIT. (See also "—Placement Agents" above and "—Service Providers" below). In addition, other present and future activities of Blackstone and its affiliates (including the Investment Advisor and the General Partner) will from time to time give rise to additional conflicts of interest relating to the Partnership and its investment activities. In the event that any such conflict of interest ER305378-MAXWELL 94 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001941 EFTA00237572

Risk Factors and Potential Conflicts of Interest arises, the General Partner %% ill attempt to resolve such conflicts in a fair and equitable manner. Investors should be aware that conflicts will not necessarily be resolved in favor of the Partnership's interests. In addition, pursuant to the Partnership Agreement, an M. Advisory Committee will be established and authorized to give consent on behalf of the Partnership with respect to certain matters as described more fully in Section II: "Summary Terms of the Partnership—M. Advisory Committee". If the M. Advisory Committee consents to a particular matter as to which it is consulted and the General Partner acts in a manner, or pursuant to the standards and procedures, approved by the M. Advisory Committee, or otherwise as provided in the Partnership Agreement, then the General Partner and its affiliates will not have any liability to the Partnership or the Limited Partners for such actions taken in good faith by them. Investments in Portfolio Companies Alongside Other Blackstone Funds. In addition to the contemplated participation in Investments alongside the BREP Co-Investors, the Partnership will also co- invest with Other Blackstone Funds (including co-investment or other vehicles in which Blackstone or its personnel invest and that co-invest with such Other Blackstone Funds) in investments that are suitable for both the Partnership and such Other Blackstone Funds. Even if the Partnership, the BREP Co-Investors (or any such Other Blackstone Funds) invest in the same securities, conflicts of interest may still arise. For example, it is possible that as a result of legal, tax, regulatory, accounting or other considerations, the terms of such investment (including with respect to price and timing) for the Partnership, the BREP Co- Investors and/or such Other Blackstone Funds may not be the same. Additionally. the Partnership, the BREP Co-Investors and/or such Other Blackstone Funds will generally have different expiration dates and/or investment objectives (including return profiles) and Blackstone. as a result, may have conflicting goals with respect to the price and timing of disposition opportunities. To the extent that the Partnership holds interests that are different (or more senior) than those held by such Other Blackstone Funds, the General Partner and the Investment Advisor may be presented with decisions involving circumstances where the interests of such Other Blackstone Funds are in conflict with those of the Partnership. In particular. the Investment Advisor may be presented with such conflicts in light of its role as investment advisor to both the Partnership and BREP VIII. Furthermore, it is possible the Partnership's interest may be subordinated or otherwise adversely affected by virtue of such Other Blackstone Fund's involvement and actions relating to its investment. Moreover, while Blackstone generally seeks to use reasonable efforts to avoid cross-guarantees and other similar arrangements (it being understood, for greater certainty, that the foregoing does not include cross collateralization at the level of a Portfolio Vehicle that is non-recourse to the Partnership), it is possible that a counterparty, lender or other unaffiliated participant in such transaction requires or desires facing only one fund entity or group of entities, which may result in (i) any of the Partnership, the BREP Co-Investors and/or such Other Blackstone Funds being solely liable with respect to its own and such third party for such Other Blackstone Funds' share of the applicable obligation and/or (ii) any of the Partnership, the BREP Co-Investors and/or such Other Blackstone Funds being jointly and severally liable for the full amount of such applicable obligation, in each case which may result in the Partnership, the BREP Co-Investors and/or such Other Blackstone Funds entering into a back-to-back or other similar reimbursement agreement. In such situations it is not expected that any of the Partnership, the BREP Co-Investors and/or such Other Blackstone Funds would be compensated (or provide compensation to the other) for being primarily liable vis-a-vis such third party counterparty. Investments in Which Other Blackstone Funds Have a Different Principal Investment; Co-Investment From time to time, the Partnership can be expected to co-invest with another investment fund, managed account and/or similar arrangement otherwise advised, managed or operated by Blackstone, including Blackstone Capital Partners VI M. and Blackstone Capital Partners VII (together with their parallel, feeder, predecessor and successor funds and alternative investment vehicles), the Real Estate Funds. BREDS (and including such future investment funds, managed accounts and/or other similar arrangements) and any successors thereto, any supplemental capital vehicles formed in connection with any investments made thereby and any vehicles formed in connection with Blackstone's side-by-side or additional general partner investments relating thereto, other than Similar Funds, Parallel Funds and ER305378-MAXWELL Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001942 EFTA00237573

Risk Factors and Potential Conflicts of Interest alternative investment vehicles of the Partnership, (each, an "Other Blackstone Fund" and collectively. "Other Blackstone Funds"), Limited Partners and/or other third parties in investments that are suitable for both the Partnership and such Other Blackstone Funds. (Sec Section II: "Summary Terms of the Partnership— "Allocation of Investment Opportunities & Investment Opportunities to the BREP Co- Investors. Similar Funds" and "Limited Partners' Co-Investment Rights.") The Partnership may initially consummate an Investment intended as a co-investment as described herein and syndicate such co- investment to certain Persons (in accordance with the Partnership Agreement within ninety (90) days of consummating such co-investment at a price equal to the sum of (i) the Partnership's acquisition cost for the transferred portion of such co-investment, including any allocable expenses relating thereto (based on the amount syndicated relative to the amount retained by the Partnership) and (ii) interest on such amount from the closing date of such co-investment by the Partnership through the transfer date to such certain participating Persons at a rate at least equal to the Partnership's cost of funds, for the period of time during which such transferred portion was funded by borrowing by the Partnership) and, by executing a Subscription Agreement for Interests in the Partnership, a Limited Partner consents to all such transactions to the fullest extent permitted by law. To the extent the Partnership holds securities that are different (including with respect to their relative seniority) than those held by such Other Blackstone Funds, the General Partner and its affiliates may be presented with decisions when the interests of the two funds are in conflict. If the Partnership makes or has an Investment in a portfolio company in which an Other Blackstone Fund has an investment, or if an Other Blackstone Fund (e.g., BREDS and/or BXMT), through the purchase of debt obligations or otherwise, becomes a lender to a portfolio company in which the Partnership has a debt or equity investment, or if the Partnership and an Other Blackstone Fund participate in separate tranches of a fundraising with respect to a portfolio company, Blackstone will generally have conflicting loyalties between its duties to the Partnership and to other affiliates. In that regard, actions may be taken for the Other Blackstone Funds that are adverse to the Partnership. In addition, there may be circumstances where Blackstone agrees to implement certain procedures to ameliorate conflicts of interest which may involve a forbearance of rights relating to the Partnership or an Other Blackstone Fund, such as where Blackstone may cause an Other Blackstone Fund to decline to exercise certain control- and/or foreclosure-related rights with respect to a Portfolio Vehicle or portfolio company (e.g., following the vote of other third party lenders). There can be no assurance than any conflict will be resolved in favor of the Partnership. Conflicts can also be expected to arise in determining the amount of an investment, if any, to be allocated among potential investors and the respective terms thereof. There can be no assurance that the return on the Partnership's investment will be equivalent to or better than the returns obtained by the other affiliates participating in the transaction. In addition, it is possible that in a bankruptcy proceeding the Partnership's interest may be adversely affected by virtue of such Other Blackstone Funds' involvement and actions relating to its investment. In connection with negotiating senior loans and bank financings in respect of Blackstone-sponsored transactions, from time to time Blackstone will obtain the right to participate on its own behalf (or on behalf of vehicles that it manages) in a portion of the senior term financings with respect to such Blackstone-sponsored transactions on an agreed upon set of terms. Blackstone does not believe that the foregoing arrangements have an effect on the overall terms and conditions negotiated with the arrangers of such senior loans. Other Trading and Investing Activities Certain Other Blackstone Funds, including but not limited to BREDS, BXMT and the funds managed by GS0 Capital Partners LP, GSO Capital Advisors LLC and GSO Debt Funds Management LLC and any successor funds thereto, may invest in securities of publicly traded companies which are actual or potential portfolio companies. The trading activities of those vehicles may differ from or be inconsistent with activities which arc undertaken for the account of the Partnership in such securities or related securities. In addition, the Partnership may not pursue an investment in a portfolio company as a result of such trading activities by Other Blackstone Funds. Representing Creditors and Debtors. From time to time, Blackstone will represent creditors or debtors in proceedings under Chapter I I of the Bankruptcy Code or prior to such filings or will serve as advisor to creditor or equity committees. This involvement, for which Blackstone will from time to time be ER305378-MAXWELL 96 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001943 EFTA00237574

Risk Factors and Potential Conflicts oflnterest compensated, will from time to time limit or preclude the flexibility that the Partnership would otherwise have to buy or sell certain real estate related assets. Continuing Relationships of Schreiber. Mr. Schreiber serves as a Director of JMB Realty Corporation and remains a substantial shareholder therein. There may be circumstances in which JMB Realty Corporation or its affiliates are involved in a real estate transaction with the Partnership either as the owner, borrower and/or seller of the real estate or as a potential buyer thereof. Although Mr. Schreiber does not actively participate in the investment decisions of JMB Realty Corporation or its affiliates, and while there arc no specific restrictions on Mr. Schreiber as a result of his relationship with JMB Realty Corporation or its affiliates, the Partnership may be precluded from pursuing such transactions as a result of this relationship. Other Blackstone Funds; Allocation of Investment Oppoitunifies. Through its Other Blackstone Funds, Blackstone currently invests and plans to continue to invest third-party capital in a wide variety of investment opportunities in the United States, Europe, Asia, Latin America and elsewhere. This may include one or more existing Other Blackstone Funds that have an investment strategy or objective that is similar to or overlaps with the investment strategy or objectives of the Partnership to some extent. Although BREP Europe V will generally serve as Blackstone's primary vehicle for control-oriented "opportunistic" investments in real estate assets or real estate companies located in Europe, all of the opportunities suitable for the Partnership may not be presented to the Partnership, including: (i) as permitted under Section II: "Summary Terms of the Partnership—Blackstone's Side-by Side Investment Rights" and "—Allocation of Investment Opportunities & Investment Opportunities to the BREP Co- Investors; Similar Funds"; (ii) transactions that would be precluded or materially limited by the investment limitations or other requirements hereof or applicable law or regulation (including ERISA); (iii) investments with respect to which the General Partner makes a good faith determination that such opportunity is not expected to yield returns on investment within the range of returns expected to be provided by the Investments in which the Partnership was organized to invest, based on the terms thereof and the information available relating to such opportunity at the time of its evaluation by the General Partner (including investments suitable for a lower risk, lower return fund, a real estate core or core+ fund or vehicle (which includes such funds or vehicles primarily making investments in real estate and real estate related assets within the "core", "core+" or value-add investment space), a real estate mezzanine fund, a REIT, a real estate trading vehicle or a real estate fund primarily making debt investments or non- controlling investments in public and private debt and equity securities) (it being understood that the foregoing funds and vehicles are not primarily focused on making "control-oriented" and/or "opportunistic" investments in Europe and therefore not Similar Funds); (iv) strategic acquisitions or investments by Blackstone itself, whether in financial institutions or otherwise, (v) as otherwise approved by the •. Advisory Committee and (vi) if otherwise an investment fund managed by Blackstone has investment objectives or guidelines in common with those of the Partnership, then investment opportunities which arc within such common objectives and guidelines will be allocated between the Partnership and such other vehicle by the General Partner on a basis that the General Partner believes in good faith to be fair and reasonable. See Section II: "Summary Terms of the Partnership—Allocation of Investment Opportunities & Investment Opportunities to the BREP Co-Investors; Similar Funds." Blackstone may from time to time make and hold investments of various types with or in lieu of Other Blackstone Funds. Although such investments would be limited or restricted by the Partnership Agreement or the agreements for Other Blackstone Funds, to the extent Blackstone does make or hold such investments, many of the conflicts of interest associated with the activities of Other Blackstone Funds also apply to such investment activities of Blackstone. In addition, there will be circumstances where investments that arc consistent with the Partnership's investment objectives will be required or permitted to be made by (to the potential exclusion of the Partnership) or shared with one or more Other Blackstone Funds, including but not limited to funds and vehicles described above and/or that have investment objectives similar to and/or overlapping with the ER305378-MAXWELL Blackstone Real Estate Partners Europe V 97 CONFIDENTIAL UBSTERRAMAR00001944 EFTA00237575

Risk Factors and Potential Conflicts ofInterest Partnership's. Some examples of types of investments for which the General Partner will have discretion to allocate away from the Partnership include (A) debt investment opportunities, which may be allocated among the Partnership, BREDS, the BPP Funds and/or funds or accounts managed by GSO Capital Partners LP and its affiliates; (B) minority real estate investments and/or real estate investments with lower expected returns, which may be allocated to (or in the case of minority real estate investments, shared with) Blackstone Tactical Opportunities Fund II M. and its related vehicles and successor funds; and (C) investments in companics, even if such companies have substantial real estate holdings or otherwise operate in the real estate or real-estate related industries, which may be allocated to Other Blackstone Funds (including, without limitation, the Blackstone Capital Partners funds). In the case of investment opportunities involving control-oriented "opportunistic" real estate investments in Europe that would be required to be presented to the Partnership but otherwise fall within the investment objectives of an Other Blackstone Fund. Blackstone and the General Partner will allocate such opportunities among one or more of the Partnership and such Other Blackstone Funds on a basis that it determines to be fair and reasonable, taking into account contractual obligations, portfolio diversification concerns, the specific nature of the investment, the source of the investment opportunity, the nature, size, type and terms of the investment, the relative amounts of capital available for investment in each fund and other anticipated uses of capital, the source of the investment opportunity, the investment focus, guidelines, limitations, and strategy of each investment fund or vehicle, portfolio diversification concerns, contractual obligations, the anticipated tax treatment of the Investment, and other considerations deemed relevant by Blackstone. In the case of core or core+ real estate investment opportunities, Blackstone will need to assess expected returns and there can be no assurance that actual returns for any such investment will not exceed expectations and therefore in one or more circumstances meet the targeted returns for the Partnership. Notwithstanding the foregoing, the BREP Co-Investors will participate alongside the Partnership in each of the Partnership' Investments as more fully described below. (See also Section II: "Summary Terms of the Partnership—Allocation of Investment Opportunities; Similar Funds.") With respect to the General Partner's ability to allocate investment opportunities, including where such opportunities are within the common objectives and guidelines of the Partnership and another Blackstone fund (which allocations are to be made on a basis that the General Partner believes in good faith to be fair and reasonable), Blackstone has established general guidelines for determining how such allocations arc to be made, which, among other things, sets forth factors the General Partner may consider when allocating investments. The application of those factors may result in the Partnership not participating (or not participating to the same extent) in certain investment opportunities in which it would have otherwise participated had the related allocations been determined without regard to such factors and/or based only on the circumstances of such particular investment. There may be circumstances, including in the case where there is a seller who is seeking to dispose a pool or combination of assets, properties, securities or instruments, where the Partnership and Other Blackstone Funds participate in a single or related transactions with a particular seller where certain of such assets, properties, securities or instruments are specifically allocated (in whole or in part) to any of the Partnership and such Other Blackstone Funds. The allocation of such specific items generally would be based on the General Partner's determination of the expected returns for such items (e.g., specific items with higher expected returns may be allocated to the Partnership whereas those with lower relative expected returns may be allocated to an Other Blackstone Fund), and in any such case the combined purchase price paid to a seller would be allocated among the multiple assets, properties, securities or instruments based on a determination by the seller, by a third party valuation firm and/or by the General Partner and its affiliates. The BREP Co-Investors will participate in Investments alongside the Partnership. Such participation (the "BREP Co-Investment Participation Percentage") will be 20% of the amount of each Investment otherwise available to be made by the Partnership, subject to: (i) legal, tax, regulatory, accounting and other similar considerations (including, without limitation, any investment limitations of the Partnership or the BREP Co-Investors), (ii) the BREP Co-Investors or the Partnership having available capital with ER305378-MAXWELL 98 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001945 EFTA00237576

Risk Factors and Potential Conflicts ofinterest respect thereto. (iii) ability of the BREP Co-Investors to increase the BREP Co-Investment Participation Percentage with respect to an Investment if such Investment would otherwise exceed 7% of the Capital Commitments to the Partnership and (iv) the General Partner changing the BREP Co-Investment Participation Percentage for a particular Investment or prospective Investments generally if (x) it considers such change appropriate in its reasonable business judgment, (y) it obtains the approval of the •. Advisory Committee and (2) any necessary approval required under the partnership agreement of the BREP Co-Investors is obtained. In addition, if an Investment would otherwise exceed 7% of the Capital Commitments to the Partnership, Blackstone may allocate such excess as it determines, including to Other Blackstone Funds, or other co-investors. Additionally, it can be expected that Blackstone will, from time to time, enter into arrangements or strategic relationships with third parties, including other asset managers, financial firms or other businesses or companies, which, among other things, provides for referral or sharing of investment opportunities. While it is possible that the Partnership will, along with Blackstone itself, benefit from the existence of those arrangements and/or relationships, it is also possible that investment opportunities that would otherwise be presented to or made by the Partnership would instead be referred (in whole or in part) to such third party, or as indicated above, to other third parties. This means that co-investment opportunities that are sourced by the Partnership will be allocated to investors that are not Limited Partners. As provided in Section II: "Summary Terms of the Partnership—Blackstone's Side-by Side Investment Rights", a portion of each Investment will be allocated to Blackstone and its affiliates. Certain Other Blackstone Funds can be expected to participate in such investment opportunities through Blackstone's side by side co-investment rights. The Partnership may lend an amount to Blackstone and its affiliates with respect to its pro rata share of such Investments in those circumstances where the Partnership is borrowing with respect thereto on a short term basis; provided, that any such amounts so borrowed shall be (x) on a short term basis (based on the General Partner's reasonable belief at the time of the Investment); and (y) on no more favorable terms than those applicable to the Partnership's borrowing of the related proceeds. There are expected to be circumstances where an amount that would have otherwise been invested by the Partnership will instead be allocated to co-investors (who may or may not be Limited Partners, including, for greater certainty, limited partners of Other Blackstone Funds), and there is no guarantee for any Limited Partner that it will be offered any co-investment opportunities. As a general matter, the allocation of co-investment opportunities is entirely discretionary, and it is expected that many investors who may have expressed an interest in co-investment opportunities may not be allocated any co- investment opportunities or may receive a smaller amount of co-investment opportunities than the amount requested. The General Partner will take into account various facts and circumstances deemed relevant by the General Partner in allocating co-investment opportunities, including whether a potential co-investor has expressed an interest in evaluating co-investment opportunities, the General Partner's assessment of a potential co-investor's ability to invest an amount of capital that fits the needs of the investment (taking into account the amount of capital needed as well as the maximum number of investors that can realistically participate in the transaction) and the General Partner's assessment of a potential co- investor's ability to commit to a co-investment opportunity within the required timeframe of the particular transaction. Additional considerations may also include, among others and without limitation, the size of investor commitments to the Partnership, the Parallel Vehicles Funds, Other Blackstone Funds and strategic third party investors, whether a potential co-investor has a history of participating in co- investment opportunities with Blackstone, the size of the potential co-investor's interest to be held in the underlying portfolio company as a result of the Partnership's investment (which is likely to be based on the size of the potential co-investor's capital commitment and/or investment in the Partnership's). whether the potential co-investor has demonstrated a long-term and/or continuing commitment to the potential success of Blackstone, the Partnership, or other co-investments and/or Other Blackstone Funds, and such other factors that Blackstone deems relevant under the circumstances. In particular, Blackstone may ER305378-MAXWELL Blackstone Real Estate Partners Europe V 99 CONFIDENTIAL UBSTERRAMAR00001946 EFTA00237577

Risk Factors and Potential Conflicts of Interest agree with investors (including third party investors and investors in the Partnership and Parallel Funds) to more favorable rights with respect to co-investment opportunities, and to the extent any such arrangements are entered into, they may result in fewer co-investment opportunities being made available to Limited Partners. Furthermore, in connection with any such co-investment by third-party co-investors, Blackstone may establish one or more investment vehicles managed or advised by Blackstone to facilitate such co-investors' investment alongside the Partnership and/or the Parallel Funds. In addition, the General Partner and/or its affiliates may be incentivized to offer certain potential co-investors the opportunities to co-invest since the amount of carried interest and/or Management Fee to which the General Partner and/or its affiliates arc entitled under the arrangements with such co-investors with respect to such co-investor's participation in the Partnership, the Parallel Funds and/or Other Blackstone Funds may depend on, among other things, the extent to which such co-investors participates in co- investments. Such incentives will from time to time give rise to conflicts of interest, and there can be no assurance that any investment opportunities that would have otherwise been offered to the Partnership will be made available to the Partnership. It is expected that many investors who may have expressed an interest in co-investment opportunities will not be allocated any co-investment opportunities or may receive a smaller amount of co-investment opportunities than the amount requested. There are also circumstances where debt financing is provided by a Limited Partner or an affiliate thereof. Any such financing would be in addition to funds provided in accordance with any such Limited Partner's Capital Commitment and shall in no way reduce the Unused Capital Commitment of such Limited Partner with respect to any Investment. As a general matter, the General Partner, in its sole discretion, may request proposals from Limited Partners or their affiliates to provide any such debt financing and the General Partner, in its sole discretion, shall determine which proposals, if any, are acceptable to the Partnership. As a general matter, in determining the allocation of debt financing opportunities, the General Partner generally expects to take into account various facts and circumstances it deems relevant. Such factors are likely to include, among others, whether a potential lender has expressed an interest in evaluating debt financing opportunities, whether a potential lender has a history of participating in debt financing opportunities generally and with Blackstone in particular, the size of the potential lender's loan amount, the timing of the Investment, the availability of other sources of financing, the creditworthiness of the Limited Partner or its affiliates, whether the potential lender has demonstrated a long-term and/or continuing commitment to the potential success of Blackstone, real estate funds, the Partnership, or other debt financing opportunities and/or Other Blackstone Funds, and such other factors that Blackstone deems relevant under the circumstances. Portfolio Company Relationships. The Partnership's portfolio companies are or will be counterparties or participants in agreements, transactions or other arrangements with portfolio companies of other investment funds managed by Blackstone or other Blackstone affiliates that, although Blackstone determines to be consistent with the requirements of such funds' governing agreements, would not have otherwise been entered into but for the affiliation with Blackstone. and which involve fees and/or servicing payments to Blackstone-affiliated entities which are not subject to the management fee offset provisions described in Section II: "Summary Terms of the Partnership—Management Fee; Other Fees." For example, certain portfolio companies enter into agreements regarding group procurement (such as the group purchasing organization), benefits management, purchase of title and/or other insurance policies (which will from time to time be pooled across portfolio companies and discounted due to scale) from a third party or a Blackstone affiliate, and other similar operational, administrative or management related initiatives that result in commissions or similar payments to Blackstone or its affiliates, including related to a portion of the savings achieved by the portfolio company. As a part of such benefits management, certain of the Partnership's Investments may enter into an employer health program arrangement or similar arrangements with Equity Healthcare LLC ("Equity Healthcare"), a Blackstone affiliate which negotiates with providers of standard administrative services and insurance carriers for health benefit plans and other related services for cost discounts, quality of service monitoring, data services and clinical consulting. Because of the combined purchasing power of its client participants, Equity Healthcare is able ER305378-MAXWELL 100 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001947 EFTA00237578

Risk Factors and Potential Conflicts ofinterest to negotiate pricing terms from providers that are believed to be more favorable than the companies could obtain for themselves on an individual basis. The payments made to Blackstone in connection with Equity Healthcare, group purchasing, insurance and benefits management will not offset the Management Fee payable by the Limited Partners. Additionally, Blackstone will from time to time hold equity or other investments in companies or businesses (even if they are not "affiliates" of Blackstone) that provide services to or otherwise contract with portfolio companies. Blackstone has in the past entered (and can be expected in the future to enter) into relationships with companies in the information technology and related industries whereby Blackstone acquires an equity or similar interest in such company. In connection with such relationships, Blackstone may also make referrals and/or introductions to portfolio companies (which may result in financial incentives (including additional equity ownership) and/or milestones benefitting Blackstone that arc tied or related to participation by portfolio companies). The Partnership and the Limited Partners will not share in any fees or economics accruing to Blackstone as a result of these relationships and/or participation by portfolio companies. With respect to transactions or agreements with portfolio companies (including, for the avoidance of doubt, long-term incentive plans), at times if unrelated officers of a portfolio company have not yet been appointed, Blackstone may negotiate and execute agreements between Blackstone and/or the Partnership on the one hand, and the portfolio company or its affiliates, on the other hand, which could entail a conflict of interest in relation to efforts to enter into terms that are aim's length. Among the measures Blackstone may use to mitigate such conflicts is to involve outside counsel to review and advise on such agreements and provide insights into commercially reasonable terms. In addition, it is possible that certain portfolio companies of the Other Blackstone Funds, REITs or real estate companies in which the Other Blackstone Funds have an interest will compete with the Partnership for one or more investment opportunities. In addition, the Investment Advisor may receive fees associated with capital invested by co-investors relating to investments in which the Partnership participates. This may include in connection with a joint venture in which the Partnership participates or other similar arrangements with respect to assets or other interests retained by a seller or other commercial counterpart), with respect to which the Investment Advisor performs services. The General Partner will make reasonable efforts to avoid any cross-guarantees or similar obligations for any Other Blackstone Fund that may invest with the Partnership as permitted herein (other than Parallel Funds and alternative investment vehicles) (it being understood, for greater certainty, that the foregoing does not include cross collateralization at the level of a Portfolio Vehicle that is non-recourse to the Partnership), as more fully described below. In connection with seeking financing or refinancing of a Portfolio Vehicle, it may be the case that better financing terms are available when more than one Portfolio Vehicle provides collateral, particularly in circumstances where the assets of each Portfolio Vehicle arc similar in nature. As such, rather than seeking such financing or refinancing on its own, a Portfolio Vehicle of the Partnership may enter into cross collateralization arrangements with another Portfolio Vehicle of the Partnership or Portfolio Vehicles of one or more Other Blackstone Funds (including portfolio companies of the Partnership's predecessor or successor funds). While Blackstone would expect any such financing arrangements to generally be non-recourse to the Partnership and the Other Blackstone Fund, as a result of any cross- collateralization, the Partnership could also lose its interests in otherwise performing Investments due to poorly performing or non-performing investments of Other Blackstone Funds. It is also possible that a counterparty, lender or other unaffiliated participant in such transaction requires or desires facing only one Portfolio Vehicle or group of Portfolio Vehicles, which will typically result in (i) any of a Portfolio Vehicle of the Partnership or a Portfolio Vehicle of an Other Blackstone Fund being solely liable with respect to its own and such third party for such Other Blackstone Fund's Portfolio Vehicle's share of the applicable obligation and therefore, being required to contribute amounts in excess ER305378-MAXWELL Blackstone Real Estate Partners Europe V 101 CONFIDENTIAL UBSTERRAMAR00001948 EFTA00237579

Risk Factors and Potential Conflicts ofInterest of its pro rata share, including additional capital to make up for any shortfall if such vehicles arc unable to repay their pro rata share of such indebtedness and/or (ii) any of the Partnership's Portfolio Vehicle and such Other Blackstone Fund's Portfolio Vehicle being jointly and severally liable for the full amount of such applicable obligation or liable on a cross-collateralized basis on an investment-by-investment or portfolio wide basis or liable for an equity cushion (which cushion amount may vary depending upon the type of financing or refinancing (e.g., cushions for refinancings may be smaller), in each case which may result in the Partnership's Portfolio Vehicle and such Other Blackstone Fund's Portfolio Vehicle entering into a back-to-back or other similar reimbursement agreement. Conflicting Fiduciary Duties to Debt Funds It is expected that Blackstone will structure certain investments such one or more mezzanine or other investment funds, structured vehicles or other collective investment vehicles primarily investing in senior secured loans, distressed debt, subordinated debt, high- yield securities, CMBS and other similar debt instruments managed by affiliates of Blackstone (collectively, "Debt Funds') are offered the opportunity to participate in the debt tranche of an Investment allocated to the Partnership. As investment advisor to both the Partnership and the Debt Funds, Blackstone owes a fiduciary duty to the Debt Funds as well as to the Partnership. If the Debt Funds purchase high-yield securities or other debt instruments from a real estate company owned by the Partnership (or if the Partnership makes or has an Investment in or, through the purchase of debt obligations becomes a lender to, a company or property in which a Debt Fund or an Other Blackstone Fund (e.g., BREDS or BXMT) or Other Real Estate Fund (as defined below) has a mezzanine or distressed debt investment), Blackstone will face a conflict of interest in respect of the advice it gives to, or the decisions made with regard to, the Debt Funds, such Other Blackstone Funds and the Partnership (e.g., with respect to the terms of such high-yield securities or other debt instruments, the enforcement of covenants, the terms of recapitalizations and the resolution of workouts or bankruptcies). Other Real Estate Funds. Blackstone reserves the right to raise and/or manage additional real estate investment funds or vehicles ("Other Real Estate Funds"), including global opportunistic real estate funds, including successors to BREP VIII; the BPP Funds, investments suitable for lower risk, lower return funds, real estate mezzanine funds, real estate trading vehicles, REITs, real estate fiords primarily making non-controlling investments in public and private debt and equity securities and/or investment funds that may have the same or similar investment objectives as the Partnership for specific geographical areas outside of Europe (e.g., Blackstone Real Estate Partners Asia M.), in each case including such Other Real Estate Fund's related vehicles and successors thereto. (See Section II: "Summary Terms of the Partnership—Allocation of Investment Opportunities & Investment Opportunities to the BREP Co- Investors; Similar Funds" and "—Other Blackstone Funds; Allocation of Investment Opportunities" above.) The closing of an Other Real Estate Fund could result in the reallocation of Blackstone personnel, including reallocation of existing real estate professionals. to such Other Real Estate Fund. In addition, potential investments that are suitable for the Partnership may be directed toward such Other Real Estate Fund (in whole or in part). As part of Blackstone's December 2012 acquisition of CT Investment Management LLC ("CTIMCO"), the investment management business of Capital Trust, Inc. ("Capital Trust"), a publicly-traded real estate investment trust that specializes in real estate-related debt investments with a focus on mortgage loans that am backed by commercial real estate assets and certain fund interests in private funds previously managed by subsidiaries of CTIMCO. Blackstone now manages Capital Trust, which was renamed Blackstone Mortgage Trust (NYSE: BXMT) in May 2013, and three private investment funds and certain managed accounts that invest in commercial real estate debt and related investments. In certain instances, the investment objectives of these Other Real Estate Funds may overlap with the investment objectives of the Partnership. and certain investment opportunities may be shared with, or allocated to, such Other Real Estate Funds. In addition, the loan servicing and special servicing business acquired in this transaction was formerly associated with the investment management business of BXMT and is now operated as part of BREDS. Such loan servicing business may, in certain circumstances, enter into loan servicing arrangements and may receive fees with respect to the Partnership's Investments and/or portfolio ER305378-MAXWELL 102 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001949 EFTA00237580

Risk Factors and Potential Conflicts of Interest companies of the Partnership on customary terms and conditions. BXMT is managed by its manager in conformity with BXMT's investment guidelines and other policies that are approved and monitored by BXMT's board of directors; at least a majority of BXMT's board is comprised of directors who qualify as independent directors. BXMT's manager and its board of directors have certain contractual and other duties relating to BXMT, and may not consider the interests of the Partnership with respect to participation in the same investment or in separate tranches of fundraising with respect to a portfolio entity. Therefore, such sharing or assignment of rights could make it more difficult for the Partnership to protect its interests and could give rise to a conflict (which may be exacerbated in the case of financial distress) and could result in BXMT or an Other Blackstone Fund (e.g., other BREDS Vehicles) exercising such rights in a way adverse to the Partnership. Blackstone Involvement in Financing of Third Pony Dispositions by the Partnership. The Partnership may from time to time dispose of all or a portion of an Investment by way of a third party purchaser's bid where Blackstone or one or more Other Blackstone Funds provide financing as part of such bid or acquisition of the investment or underlying assets thereof. This generally would include the circumstance where Blackstone or one or more Other Blackstone Funds makes commitments to provide financing at or prior to the time such third party purchaser commits to purchase such investments or assets from the Partnership. Such involvement of Blackstone or one or more Other Blackstone Funds as such a provider of debt financing in connection with the potential acquisition of portfolio investments by third parties from the Partnership may give rise to potential or actual conflicts of interest. Joint Venture Partners. Some of the third-party operators and joint-venture partners with which the General Partner may elect to co-invest the Partnership's capital have preexisting investments with Blackstone and/or Mr. Schreiber. The terms of these preexisting investments may differ from the terms upon which the Partnership invests with such operators and partners. To the extent a dispute arises between Blackstone and/or Mr. Schreiber and such operators and partners. the Partnership's Investments relating thereto may be affected. Service Providers. Certain advisors and other service providers (or their affiliates), including accountants, administrators, lenders, bankers, brokers, attorneys. consultants, title agents and investment or commercial banking firms, to the Partnership, Blackstone and/or certain entities in which the Partnership has an Investment also provide goods or services to or have business, personal, financial or other relationships with Blackstone, its affiliates and Portfolio Vehicles. Such advisors and service providers may be investors in the Partnership, affiliates of the General Partner, sources of financing and investment opportunities or co-investors or commercial counterparties or entities in which Blackstone and/or Other Blackstone Funds have an investment, and payments by the Partnership and/or such Portfolio Vehicles may benefit Blackstone and/or such Other Blackstone Funds. Additionally, certain employees of the Investment Advisor have family members or relatives employed by such advisors and service providers. The Investment Advisor and/or its affiliates also provide administrative services to the Partnership for a fee. These relationships may influence Blackstone, the General Partner and/or the Investment Advisor in deciding whether to select, recommend or create such an advisor or service provider to perform services for the Partnership or a Portfolio Vehicle (the cost of which will generally be bome directly or indirectly by the Partnership). Such affiliated service providers, which am generally expected to receive market rate fees (as determined by the General Partner) with respect to certain Investments, include, without limitation: Intertntst Group. In 2013, Blackstone acquired Intertrust Group. From time to time, Intertrust Group is expected to perform corporate and trust services on an arms-length basis for the Partnership, intermediate entities or Portfolio Vehicles. The retention of Intertrust Group as a service provider may give rise to actual or potential conflicts of interest such as those described above. BRE Europe. BRE Europe Real Estate Investment ("BRE Europe") refers to a group of Luxembourg-based companies that are the master holding companies through which the ER305378-MAXWELL Blackstone Real Estate Partners Europe V 103 CONFIDENTIAL UBSTERRAMAR00001950 EFTA00237581

Risk Factors and Potential Conflicts ofInterest Blackstone real estate funds principally invest into European investments. BRE Europe provides seven key service functions to European-domiciled entities that are part of the investments of the Blackstone real estate funds. Companies within BRE Europe providing services to the Partnership are owned directly by Other Blackstone Funds. The key service functions provided are: (1) domiciliation, (2) account management, (3) administration, (4) accounting, (5) VAT compliance, (6) CIT compliance and (7) transaction support services. BRE Europe receives fees for such services at no greater than market rates deemed competitive by the General Partner, and operates on a non-profit basis, i.e., the aggregate costs incurred by BRE Europe are allocated and charged to the individual entities to which services arc provided based on the type and level of services provided. Blackstone endeavors to allocate fees and expenses associated with BRE Europe fairly and equitably, which allocation involves certain subjective assumptions based on actual data pertaining to the services provided. The General Partner believes that this method results in a fair and equitable allocation of expenses. Logicor. Portfolio Vehicles arc expected to engage Logicor, an operating platform owned by BREP VII and BREP Europe III, to provide management and leasing oversight and corporate services to logistics assets. Multi Corporation. Portfolio Vehicles are expected to engage Multi Corporation, an operating platform owned by BREP IV, BREP Europe III and BREP VII, to provide management and leasing oversight and corporate services to retail assets. Anticipa. Portfolio Vehicles are expected to engage Anticipa, an operating platform owned by BREP Europe IV and BREP VII, to provide loan servicing and real estate management. Fidere. Portfolio Vehicles am expected to engage Fidere, an operating platform owned by BREP Europe IV and BREP VII, to provide property management services with respect to certain multi- family residential real estate assets. Blackstone Property Management. Portfolio Vehicles arc expected to engage BPM, a Blackstone affiliate that provides property management, leasing oversight and development management services to certain investment properties primarily located in the United Kingdom and continental Europe. In addition to market rate fees. certain affiliated service providers are also expected to receive a management promote and/or an incentive fee. BPM and/or one or more other such service providers may become available for acquisition by the Partnership as an Investment (as a single asset or as part of an operating platform). In such transactions, Blackstone, one or more Portfolio Vehicles and/or Other Blackstone Funds may be a seller to the Partnership and/or participate alongside the Partnership as a buyer. The General Partner and the Investment Advisor are expected to establish a valuation methodology in relation to the acquisition of any such service provider. In addition, before entering into any such transaction with respect to BPM and/or any such other service provider, it is anticipated that the Investment Advisor and the General Partner will obtain such consents that may be required under the Advisers Act or other applicable laws or regulations and, by executing a Subscription Agreement for Interests in the Partnership, a Limited Partner consents to all such transactions to the fullest extent permitted by law. Notwithstanding the foregoing, transactions relating to the Partnership that require the use of a service provider will generally be allocated to service providers on the basis of best execution, the evaluation of which includes, among other considerations, such service provider's provision of certain investment- related services and research that the General Partner believes to be of benefit to the Partnership. Advisors and service providers, or their affiliates, often charge different rates or have different arrangements for different types of services. With respect to service providers, for example, the fee for a given type of work may vary depending on the complexity of the matter as well as the expertise required and demands placed on the service provider. Therefore, to the extent the types of services used ER305. ..78-MAXWELL 104 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001951 EFTA00237582

Risk Factors and Potential Conflicts ofInterest by the Partnership and/or Portfolio Vehicles arc different from those used by Blackstone and its affiliates, the Investment Advisor or its affiliates may pay different amounts or rates than those paid by the Partnership and/or Portfolio Vehicles. However, the Investment Advisor and its affiliates have a longstanding practice of not entering into any arrangements with advisors or service providers that could provide for lower rates or discounts than those available to the Partnership, Other Blackstone Funds and/or Portfolio Vehicles for the same services. Valuation Matters. The fair value of all Investments or of property received in exchange for any Investments will be determined by the General Partner in accordance with the Partncrship Agreement. Accordingly, the carrying value of an Investment may not reflect the price at which the investment could be sold in the markct, and the difference between carrying value and the ultimate sales price could be material. The valuation of such investments will be determined by the General Partner in accordance with procedures set forth in the Partnership Agreement. The valuation of Investments will affect the amount and timing of the General Partner's Carried Interest and, under certain circumstances and following the Investment Period, the amount of Management Fees payable to the Investment Advisor. The valuation of Investments may also affect the ability of Blackstone to raise a successor fund to the Partnership. As a result, there may be circumstances where the General Partner is incentivized to determine valuations that are higher than the actual fair value of Investments. Diverse Limited Partner Group. The Limited Partners, and the limited partners of the Parallel Funds, have conflicting investment, tax and other interests with respect to their investments in the Partnership and with respect to the interests of investors in other investment vehicles managed or advised by Blackstone that may participate in the same Investments as the Partnership. The conflicting interests of individual Limited Partners with respect to other Limited Partners and investors in other investment vehicles would generally relate to or arise from, among other things, the nature of Investments made by the Partnership and such other investment vehicles, the structuring or the acquisition of Investments and the timing of disposition of Investments. As a consequence, conflicts of interest may arise in connection with decisions made by the General Partner or the Investment Advisor, including with respect to the nature or structuring of Investments, which may be more beneficial for one or more (but not all) Limited Partners than for another Limited Partner, especially with respect to Limited Partners' individual tax situations. In addition, the Partnership may make Investments that may have a negative impact on related investments made by the Limited Partners in separate transactions. In selecting and structuring investments appropriate for the Partnership, the General Partner and the Investment Advisor will consider the investment and tax objectives of the Partnership and its Partners as a whole (and those of investors in other investment vehicles managed or advised by Blackstone that participate in the same Investments as the Partnership), not the investment, tax or other objectives of any Limited Partner individually. Additionally. the General Partner may elect to exclude certain Limited Partners from particular investments for legal or regulatory reasons applicable to any such investment, in which case non-excluded Limited Partners will be allocated a greater proportionate interest in such investment. In addition. certain Limited Partners may also be limited partners in other investment funds sponsored or managed by Blackstone. Limited Partners may also include affiliates of Blackstone, such as Other Blackstone Funds, charities or foundations associated with Blackstone personnel and/or current or former Blackstone employees, Blackstone's senior advisors and/or operating partners and any such affiliates, funds or persons may also invest through the vehicles established in connection with Blackstone's side-by-side co- investment rights. It is also possible that the Partnership or the Partnership's portfolio companies will be counterparties (such counterparties dealt with on an arm's-length basis) or participants in agreements, transactions or other arrangements with a Limited Partner or an affiliate of a Limited Partner, including agreements to pay performance fees to operating partners in connection with the Partnership's investment therein, which will reduce the Partnership's returns and will not necessarily be subordinated to the return of Limited Partners' Capital Contributions. Such Limited Partners described in the previous sentences may therefore have different information about Blackstone and the Partnership than Limited Partners not similarly positioned. Similarly, not at all Limited Partners monitor their investments in vehicles such as ER305378-MAXWELL Blackstone Real Estate Partners Europe V 105 CONFIDENTIAL UBSTERRAMAR00001952 EFTA00237583

Risk Factors and Potential Conflicts ofInterest the Partnership in the same manner. For example, certain Limited Partners may periodically request from the General Partner information regarding the Partnership and investments and/or portfolio companies that is not otherwise set forth in (or has yet to be set forth) in the reporting and other information required to be delivered to all Limited Partners. In such circumstances, the General Partner may provide such information to such Limited Partner, but because it has provided such information upon request by one or more Limited Partners does not mean the General Partner will be obligated to affirmatively provide such information to all Limited Partners (although the General Partner will generally provide the same information upon request and treat Limited Partners equally in that regard). As a result, certain Limited Partners may have more information about the Partnership than other Limited Partners. and the General Partner will have no duty to ensure all Limited Partners seek, obtain or process the same information regarding the Partnership and its investments and/or portfolio companies. Additional Potential Conflicts. The officers, directors, members, managers and employees of the General Partner and the Investment Advisor may trade in securities for their own accounts, subject to restrictions and reporting requirements as may be required by law and Blackstone policies or otherwise determined from time to time by the General Partner or the Investment Advisor, as applicable. In addition, as a consequence of Blackstone's status as a public company, the officers, directors, members, managers and employees of the General Partner and the Investment Advisor may take into account certain considerations and other factors in connection with the management of the business and affairs of the Partnership and its affiliates that would not necessarily be taken into account if Blackstone were not a public company. Legal Representation. Simpson Thacher & Bartlett LLP and Maples and Calder will act as counsel to the Partnership, the General Partner, and the Investment Advisor in connection with this offering of Interests, and represents Blackstone from time to time in a variety of different matters. In connection with this offering of Interests and ongoing advice to the Partnership, the General Partner, and the Investment Advisor, neither Simpson Thacher & Bartlett LLP nor Maples and Calder will not be representing the Limited Partners. No independent counsel has been retained to represent the Limited Partners. Simpson Thacher & Bartlett LLP or Maples and Calder may be removed by the General Partner at any time without the consent of, or notice to, the Limited Partners. In addition, neither Simpson Thacher & Bartlett LLP nor Maples and Calder undertakes on behalf of or for the benefit of the Limited Partners to monitor the compliance of the Partnership, the General Partner, the Investment Advisor and their affiliates with the investment program, investment strategies, valuation procedures, investment restrictions and other guidelines and terms set forth in this Memorandum and the Partnership Agreement, nor does Simpson Thacher & Bartlett LLP or Maples and Calder monitor on behalf of or for the benefit of the Limited Partners compliance with applicable laws. Neither Simpson Thacher & Bartlett LLP nor Maples and Calder has not investigated or verified the accuracy and completeness of information set forth in this Memorandum, including information conceming the Partnership, the General Partner, the Investment Advisor, and their affiliates and personnel. The foregoing list of risk factors and conflicts does not purport to be a complete enumeration or explanation of the risks and conflicts involved in an investment in the Partnership. Prospective Limited Partners should read this entire Memorandum and the Partnership Agreement and consult with their own advisors before deciding whether to invest in the Partnership. In addition. as the Partnership's investment program develops and changes over time, an investment in the Partnership may be subject to additional and different risk factors and conflicts. ER305378-MAXWELL 106 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001953 EFTA00237584

Regulatory. Tax and ERISA Considerations VI. Regulatory, Tax, and ERISA Considerations Certain Regulatory Matters U.S Investment Company Act of 1940 The Partnership will not be subject to the provisions of the U.S. Investment Company Act of 1940, as amended (the "1940 Act"), in reliance upon Section 3(cX7) thereof. Section 3(c)(7) of the 1940 Act requires that each prospective purchaser be a "qualified purchaser." A "qualified purchaser" includes a natural person who owns not less than $5 million in investments or a company. acting for its own account or the accounts of other qualified purchasers, that owns and invests on a discretionary basis not less than $25 million in investments, and certain trusts. In addition, the General Partner may form one or more parallel funds that will not be subject to the provisions of the 1940 Act, in reliance upon other exemptions thereunder, including, for example, Section 3(c)( I ) or Section 7(d) thereof. The Partnership Agreement and the subscription agreement related thereto will contain representations and restrictions on transfer designed to assure that the foregoing conditions are met. U.S Investment Advisers Act of 1940 The Investment Advisor is registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the "Advisers Act"). The SEC has adopted Rule 206(4)-6 under the Advisers Act (the "Rule'), which requires registered investment advisors that exercise voting authority over client securities to implement proxy voting policies. Because the Investment Advisor may be deemed to have authority to vote proxies relating to the companies in which the Partnership invests, the Investment Advisor has adopted a set of policies and procedures (together, the "Policy") in compliance with the Rule. To the extent the Investment Advisor exercises or is deemed to be exercising voting authority over Partnership securities, the Policy is designed and implemented in a manner reasonably expected to ensure that voting with respect to proxy proposals, amendments, consents or resolutions (collectively, "proxies") is exercised in a manner that serves the best interest of the Partnership, as determined by the Investment Advisor in its discretion. Notwithstanding the foregoing, because proxy proposals and individual company facts and circumstances may vary, the Investment Advisor may not always vote proxies in accordance with the Policy. In addition, many possible proxy matters are not covered in the Policy. Generally, the Investment Advisor will vote proxies (i) in favor of management's recommendation for the election of the board of directors and (ii) to approve the financial statements as presented by management. Each proxy is voted on a case-by-case basis taking into consideration any relevant facts and circumstances at the time of the vote. In situations where the Investment Advisor wishes to vote differently from what is recommended in the Policy, or where a potential material conflict of interest relating to the proxy vote exists, the Investment Advisor will take such actions as arc required by the Policy. Limited Partners may request a copy of the Policy and the voting records relating to proxies as provided by the Rule by contacting the Investment Advisor. US Securities Act of 1933 The offer and sale of the Interests in the United States will not be registered under the U.S. Securities Act of 1933 Act, as amended (the "1933 Act") in reliance upon the exemption from registration provided by Section 4(aX2) thereof and Regulation D promulgated thereunder. The Interests may be offered outside ER305378-MAXWELL Blackstone Real Estate Partners Europe V 107 CONFIDENTIAL UBSTERRAMAR00001954 EFTA00237585

Regulatory. Tax and ERISA Considerations the United States in reliance upon either the exemption from registration provided by Regulation D or Regulation S, in each case, promulgated under the 1933 Act. Each U.S. purchaser must be an "accredited investor" (as defined in Regulation D) and each purchaser will be required to represent, among other customary private placement representations, that it is acquiring its Interests for investment purposes only and not with a view to resale or distribution. The Interests will not be registered under any other securities laws, including state securities or blue sky laws and non-U.S. securities laws. The Interests may not be transferred or resold except as permitted under the 1933 Act and any applicable state or non-U.S. securities laws, pursuant to registration or exemption therefrom. As described elsewhere in this Memorandum, the transferability of the Interests will be further restricted by the terms of the Partnership Agreement. U.S Securities Exchange Ad of 1934 It is not expected that the Partnership will be required to register the limited partnership interests or any other security of the Partnership under Section 12(g) or any other provision of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Partnership does not expect to have any class of equity security held of record by two thousand (2,000) or more persons and expects to meet the other exemptions available under the Exchange Act. As a result, the Partnership would not be subject to the periodic reporting and related requirements of the Exchange Act and Limited Partners should only expect to receive the information and reports required to be delivered pursuant to the Partnership Agreement. The Interests will not be registered under any other securities laws, including state securities or blue sky laws and non-U.S. securities laws. The Interests may not be transferred or resold except as permitted under the 1933 Act and any applicable state or non-U.S. securities laws, pursuant to registration or exemption therefrom. As described elsewhere in this Memorandum, the transferability of the Interests will be further restricted by the terms of the Partnership Agreement. U.S Commodity Exchange Act To the extent the Partnership acquires instruments which may be treated as commodity interests, the General Partner may claim an exemption from registration as a commodity pool operator ("CPO") with the CFTC, including pursuant to certain no-action relief or pursuant to CFTC Rule 4.13(aX3) with respect to the Partnership, on the basis that, among other things, (a) the pool's trading in commodity interest positions (including both hedging and speculative positions, and positions in security futures) is limited so that either (i) no more than 5% of the liquidation value of the pool's portfolio is used as initial margin, premiums and required minimum security deposits to establish such positions, or (ii) the aggregate net notional value of the pool's trading in such positions does not exceed 100% of the pool's liquidation value and (b) interests in the pool are exempt from registration under the 1933 Act and, unless the General Partner determines otherwise in its sole discretion and subject to applicable regulatory requirements, are offered and sold without marketing to the public in the United States. Therefore, unlike a registered CPO, the General Partner will not be required to provide prospective investors with a CFTC compliant disclosure document, nor will the General Partner be required to provide Limited Partners with periodic account statements or certified annual reports that satisfy the requirements of CFTC rules applicable to registered CPOs. Accordingly, this Memorandum has not been reviewed or approved by the CFTC and it is not anticipated that such review or approval will occur. ER305378-MAXWELL 108 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001955 EFTA00237586

Regulatory. Tax and ERISA Considerations As an alternative to the exemption from registration as a CPO, the General Partner may register as a CPO with the CFTC and avail itself of certain disclosure, reporting and record-keeping relief under CFTC Rule 4.7 or another exemption. U.S Rank Holding Company Act The U.S. Bank Holdings Company Act of 1956, as amended from time to time, and the rules promulgated thereunder (collectively, the "BHC Act"), including as modified by the Dodd-Frank Act and the "Volcker Rule" thereunder, contain restrictions on certain investors who are (or who have affiliates or certain interest in any entity that is) a bank or a bank-related entity and/or have a connection to the U.S. in that regard from making and holding certain interests in private equity funds (including real estate private equity funds like the Partnership). See also Section V: "Risk Factors and Potential Conflicts of Interest - Enhanced Scrutiny and Potential Regulation of the Private Investment Fund Industry and the Financial Services Industry". Interests in the Partnership am not freely transferable, are not readily tradable on any exchange or market, and there are no redemption or withdrawal rights, even as of a result of regulatory matters. As a result, each investor should carefully review and familiarize itself with these rules and regulations and consult with its own counsel on how the Volcker Rule, Dodd-Frank and the BHC Act may impact the investor, including as a result of its investment in the Partnership. Anti-Money Laundering Requirements In order to comply with applicable anti-money laundering requirements, each investor must represent in its subscription agreement with the Partnership that neither the investor, nor any person having a direct or indirect beneficial interest in the Interest being acquired by the investor, appears on the Specifically Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control in the U.S. Department of the Treasury or in Annex I to U.S. Executive Order 132224 — Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism. The Investor must also represent that (a) it has conducted thorough due diligence with respect to all of its beneficial owners, has established the identities of all beneficial owners and the source of each of the beneficial owner's funds and will retain evidence of such due diligence, beneficial owner identities, and sources of funds; (b) neither it nor any 'Immediate family member" or "close associate" is a "politically exposed person" (each as defined in the subscription agreement) and (c) it does not know or have any reason to suspect that (i) the monies used to hand the investor's investment in the Partnership have been, or will be derived from or related to, any illegal activities, including but not limited to money laundering activities, and (ii) the proceeds from the investor's investment in the Partnership will be used to finance any illegal activities. Each investor must also agree to provide any information to the Partnership and its agents as the Partnership may require in order to determine the investor's and any of its beneficial owners' source and use of funds and to comply with any anti-money laundering laws and regulations applicable to the Partnership. If any person resident in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Law (2014 Revision) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering or (ii) a police officer of the rank of constable or higher, or the Financial Reporting Authority pursuant to the Terrorism Law (2015 Revision) of the Cayman Islands if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise. ER305378-MAXWELL Blackstone Real Estate Partners Europe V 109 CONFIDENTIAL UBSTERRAMAR00001956 EFTA00237587

Regulatory. Tax and ERISA Considerations Requests for Information The Partnership, the General Partner or any of its or their directors or agents domiciled in the Cayman Islands, may be compelled to provide information, subject to a request for information made by a regulatory or governmental authority or agency under applicable law; e.g. by the Cayman Islands Monetary Authority, either for itself or for a recognized overseas regulatory authority. under the Monetary Authority Law (2013 Revision), or by the Tax Information Authority, under the Tax Information Authority Law (2014 Revision) or Reporting of Savings Income information (European Union) Law (2014 Revision) and associated regulations, agreements, arrangements and memoranda of understanding. Disclosure of confidential information under such laws shall not be regarded as a breach of any duty of confidentiality and, in certain circumstances, the Partnership, the General Partner or any of its or their directors or agents, may be prohibited from disclosing that the request has been made. Certain Cayman Islands Law Related Matters Notwithstanding registration, an exempted limited partnership is not a separate legal person distinct from its partners. Under Cayman Islands law, any rights or property of an exempted limited partnership (whether held in that partnership's name or by any one or more of its general partners) shall be held or deemed to be held by the general partner, and if more than one then by the general partners jointly, upon trust as an asset of the exempted limited partnership in accordance with the terms of the partnership agreement. Any debts or obligations incurred by the general partner in the conduct of the Partnership's business are the debts and obligations of the exempted limited partnership. Registration under the Exempted Limited Partnership Lass. 2014 (the "ELP Law") entails that the exempted limited partnership becomes subject to, and the limited partners therein am afforded the limited liability (subject to the partnership agreement) and other benefits of, the ELP Law. The business of an exempted limited partnership will be conducted by its general partner(s) who will be liable for all debts and obligations of the exempted limited partnership to the extent the Partnership has insufficient assets. As a general matter, a limited partner of an exempted limited partnership will not be liable for the debts and obligations of the exempted limited partnership save (i) as provided in the partnership agreement, (ii) if such limited partner becomes involved in the conduct of the partnership's business and holds himself out as a general partner to third parties or (iii) if such limited partner is obliged pursuant to the ELP Law to retum a distribution made to it where the exempted limited partnership is insolvent and the limited partner has actual knowledge of such insolvency at that time. The Partnership is not required to register or be regulated as a mutual fund under the Mutual Funds Law (2015 Revision) of the Cayman Islands. Neither the Cayman Islands Monetary Authority nor any other governmental authority in the Cayman Islands has commented upon or approved the terms or merits of this document. There is no investment compensation scheme available to investors in the Cayman Islands. Certain Tax Considerations The following is a discussion of certain of the anticipated United States federal and Cayman Islands income tax considerations relevant to investors in the Partnership arising from the purchase, ownership and disposition of Interests. The discussion is based on laws and regulations currently in effect, which may change or be subject to different interpretations. This discussion does not take into account the particular circumstances of each prospective investor and may not address considerations relevant to investors in certain categories subject to special rules. Prospective investors should consult their tax advisors to determine its application to their own particular circumstances. ER305378-MAXWELL 110 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001957 EFTA00237588

Regulatory. Tax and ERISA Considerations In view of the number of different jurisdictions where local laws may apply to Limited Partners of the Partnership, the discussion below does not address the local tax consequences to potential investors of the purchase, ownership and disposition of Interests, other than those specifically discussed herein. Prospective investors are urged to consult their own advisors in determining the possible tax, exchange control or other consequences to them under the laws of the jurisdiction of which they are citizens, residents, domiciliaries or in which they conduct business. Each Limited Partner may be subject to filing requirements or liabilities for taxes as a result of an investment in the Partnership. For example, an annual 3% French tax may be charged on Limited Partners that own, directly or indirectly, French property or an interest in French property. This tax, which is assessed on the fair market value of the French properties held directly or indirectly by the Limited Partner as at January 1 of the given year, may be eliminated with an applicable tax treaty (subject to certain disclosure requirements) and does not apply to certain investors (e.g., individuals, listed companies). In addition, subject to applicable tax treaties, non-French individual Limited Partners may be subject to a wealth tax (ranging from 0% to 1.50%) assessed on the net value of French-based taxable assets (including French properties) owned directly or indirectly by such individual. This wealth tax is assessed on the net value of an individual Limited Partner' interest in French taxable assets in excess of E800,000, but is only applicable if the net value of such interest in French taxable assets exceeds €1,300,000 (for year 2015). The Government of the Cayman Islands will not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the Partnership or the Limited Partners. Interest, dividends and gains payable to the Partnership and all distributions by the Partnership to Limited Partners will be received free of any Cayman Islands income or withholding taxes. The Partnership has registered as an exempted limited partnership under Cayman Islands law and the Partnership will apply for, and expects to receive, an undertaking from the Governor in Cabinet of the Cayman Islands to the effect that, for a period of 50 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or gains or appreciations shall apply to the Partnership or to any Partner thereof in respect of the operations or assets of the Partnership or the interest of a Partner therein; and may further provide that any such taxes or any tax in the nature of estate duty or inheritance tax shall not be payable in respect of the obligations of the Partnership or the interests of the Partners therein. The Cayman Islands are not party to a double tax treaty with any country that is applicable to any payments made to or by the Partnership. EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR TO DETERMINE TAX CONSEQUENCES OF THE PURCHASE AND OWNERSHIP OF INTERESTS. Certain U.S Tax Considerations This summary discusses certain U.S. federal income tax considerations relating to an investment in the Partnership. This discussion does not address taxes that may be imposed on the Partnership or the Limited Partners by jurisdictions outside the United States in which the Partnership makes Investments. This discussion is based on current law, which is subject to change, possibly with retroactive effect. This discussion is necessarily general and may not apply to all categories of investors, some of which, such as banks, thrifts, insurance companies, dealers, traders that elect to mark their securities to market and other investors that do not own their Interests as capital assets, may be subject to special rules. Tax-exempt organizations and Non-U.S. Limited Partners (as defined below) are discussed separately below. The actual tax consequences of the purchase and ownership of Interests will vary depending upon the investor's circumstances. ER305378-MAXWELL Blackstone Real Estate Partners Europe V ll l CONFIDENTIAL UBSTERRAMAR00001958 EFTA00237589

Regulatory. Tax and ERISA Considerations The following assumes that the Partnership will not invest in U.S. real estate (either directly or indirectly) or in a U.S. corporation the assets of which consist mostly of U.S. real estate, given the investment objectives and restrictions of the Partnership. For purposes of this discussion, "Partnership Agreement" means the partnership agreement of the Partnership, and the Partnership will generally include any alternative investment vehicle or Parallel Fund. For purposes of this discussion, a "U.S. Person" or a "U.S. Limited Partner" is an individual who is a citizen or resident of the United States, as determined for U.S. federal income tax purposes, a corporation or an entity that is treated as a corporation for such purposes that is created or organized in or under the laws of the United States or any political subdivision thereof, an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or a trust (i) that is subject to the primary supervision of a court within the United States and one or more U.S. Persons have the authority to control all substantial decisions of the trust, or (ii) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. Person. A "Non-U.S. Person" is a person that is not a U.S. Person, and a "Non-U.S. Limited Partner" is a Limited Partner (other than a partnership) that is not a U.S. Person. This discussion does not constitute tax advice and is not intended to substitute for tax planning. If a partnership holds an Interest in the Partnership, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Partners of a partnership holding an Interest should consult their own tax advisors. EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE FEDERAL, STATE, LOCAL AND NON-U.S. INCOME TAX CONSEQUENCES OF THE PURCHASE AND OWNERSHIP OF INTERESTS. Partnership Status Subject to the discussion of "publicly traded partnerships" set forth below, under U.S. Treasury regulations, a non-U.S. "eligible entity" (such as the Partnership) that has two or more members can generally elect to be classified as a partnership for U.S. federal income tax purposes. The General Partner intends to treat the Partnership as a partnership for U.S. federal income tax purposes. The classification of an entity as a partnership for U.S. federal income tax purposes may not be respected for U.S. state or local tax purposes. An entity that would otherwise be classified as a partnership for U.S. federal income tax purposes may nonetheless be classified as an association taxable as a corporation if it is a "publicly traded partnership." The General Partner intends to conduct the activities of the Partnership to ensure that the Partnership is not treated as a publicly traded partnership. Simpson Thacher & Bartlett LLP, U.S. counsel to the Partnership, will render an opinion, based on undertakings and representations of the General Partner and subject to limitations and qualifications, to the effect that the Partnership will be classified as a partnership for U.S. federal income tax purposes. The discussion herein assumes such treatment applies. An organization that is classified as a partnership for U.S. federal income tax purposes is not subject to U.S. federal income tax itself, although it generally must file an annual information return. Legislation was recently enacted that significantly changes the rules for U.S. federal income tax audits of partnerships. Such audits will continue to be conducted at the partnership level, but with respect to tax returns for taxable years beginning after December 31, 2017, and, unless a partnership qualifies for and affirmatively elects an alternative procedure, any adjustments to the amount of tax due (including interest and penalties) will be payable by the partnership. Under the alternative procedure, if elected, a partnership would issue information returns to persons who were partners in the audited year, who would then be required to take the adjustments into account in calculating their own tax liability, and the partnership would not be liable for the adjustments. If the Partnership is able to and in fact elects the alternative procedure for a given adjustment, the amount of taxes for which such persons will be liable will be increased by any applicable penalties and a special interest charge. 112 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001959 EFTA00237590

Regulatory. Tax and ERISA Considerations There can be no assurance that the Partnership will be eligible to make such an election or that it will, in fact. make such an election for any given adjustment. If the Partnership does not or is not able to make such an election, then (I) the then current Partners, in the aggregate, could indirectly bear income tax liabilities in excess of the aggregate amount of taxes that would have been due had the Partnership elected the alternative procedure, and (2) a given Partner may indirectly bear taxes attributable to income allocable to other Partners or former Partners, including taxes (as well as interest and penalties) with respect to periods prior to such Partner's ownership of Interests of the Partnership. Accordingly, it is possible that a Partner will bear tax liabilities unrelated to its ownership of Interests. Amounts available for distribution to the Partners may be reduced as result of the Partnership's obligations to pay any taxes associated with an adjustment. The partnership representative of the Partnership will be the only person with the authority to act on behalf of the Partnership with respect to audits and certain other tax matters and may decide not to elect (or may be unable to elect) the alternative procedure for any particular adjustment. In addition, the Partnership and each Partner will be bound by the actions taken by the partnership representative on behalf of the Partnership during any audit or litigation proceeding concerning U.S. federal income taxes. Many issues and the overall effect of this new legislation on the Partnership are uncertain, and investors should consult their own tax advisors regarding all aspects of this legislation as it affects their particular circumstances. Taxation of U.S Limited Partners Each U.S. Limited Partner will be required to take into account, as described below, its distributive sham of each item of the Partnership's income, gain, loss, deduction, and credit for each taxable year of the Partnership ending with or within the U.S. Limited Partner's taxable year. See "—Allocations of Income, Gain, Loss and Deduction." Generally, each item will have the same character and the same source (either U.S. or non-U.S.) as though the U.S. Limited Partner realized the item directly. U.S. Limited Partners must report these items regardless of the extent to which, or whether, they receive cash distributions from the Partnership for such taxable year. The Partnership may (i) invest in certain securities, such as original issue discount obligations, preferred stock with redemption or repayment premiums, "Section 1256 contracts" or equity in controlled foreign corporations, other non-U.S. entities or entities treated as transparent for tax purposes, or (ii) engage in taxable transactions such as debt restructurings or foreclosures that could cause the Partnership, and consequently the U.S. Limited Partners, to recognize taxable income without receiving any cash. Thus, taxable income allocated to a U.S. Limited Partner may exceed cash distributions, if any, made to such U.S. Limited Partner, in which case such U.S. Limited Partner may have to satisfy tax liabilities arising from an investment in the Partnership from a U.S. Limited Partner's own funds. In addition, the Partnership may purchase debt instruments with "market discount." Under the market discount rules, the Partnership will be required to treat any gain on the sale, exchange or redemption of a debt instrument as ordinary• income to the extent of the market discount that has not previously been included in income and is treated as having accrued on such debt instrument at or prior to the time of such payment or disposition. In addition, a Limited Partner may be required to defer the deduction of a portion of the interest expense on borrowing used to purchase Interests in the Partnership to the extent allocable to market discount debt instruments. Market discount in respect of a debt instrument is generally considered to accrue ratably during the period from the date of acquisition to the maturity date of such debt instrument, unless the holder elects to accrue market discount on the debt instrument under the constant yield method. Subject to the treatment of certain foreign currency gain or loss as ordinary income or loss (described below) and the treatment of market discount (described above), the Partnership's gain or loss from securities transactions generally will be capital gain or loss. Such capital gain or loss may be long-term or F R3053, I _ Blackstone Real Estate Partners Europe V 113 CONFIDENTIAL UBSTERRAMAR00001960 EFTA00237591

Regulatory. Tax and ERISA Considerations short-term depending, in general, upon the holding period for the relevant security and, in some cases, upon the nature of the transaction. The application of certain rules relating, among other things, to "constructive sales," "short sales," "straddles" and "Section 1256 contracts" may affect the holding period for a particular security or otherwise affect the characterization of certain capital gain or loss as long-term or short-term, or affect the timing of the recognition of certain capital gain or loss. Moreover, the straddle rules and short sale rules may require the capitalization of interest and certain other carrying charges of the Partnership attributable to its investments in certain securities positions. With respect to U.S. Limited Partners who are individuals, certain dividends paid by a corporation, including certain qualified foreign corporations, may be subject to reduced rates of taxation. A qualified foreign corporation includes a non-U.S. corporation that is eligible for the benefits of specified income tax treaties with the United States. In addition, a non-U.S. corporation is treated as a qualified foreign corporation with respect to dividends received from that corporation on shams that are readily tradable on an established securities market in the United States. U.S. Limited Partners who are individuals will not be eligible for reduced rates of taxation to the extent of Subpart F inclusions described in Sections 951 and 952 of the Code or to the extent the payor is a PFIC (as defined below) in the taxable year in which such dividends are paid or in the preceding taxable year. Prospective investors should consult their own tax advisors regarding the application of the foregoing rules to their particular circumstances. U.S. Limited Partners that arc individuals, estates or trusts are subject to a Medicare tax of 3.8% on "net investment income" (or undistributed "net investment income," in the case of estates and trusts) for each taxable year, with such tax applying to the lesser of such income or the excess of such person's adjusted gross income (with certain adjustments) over a specified amount. Net investment income includes net income from interest, dividends, annuities, royalties and rents and net gain attributable to the disposition of investment property. It is anticipated that net income and gain attributable to an investment in the Partnership will be included in a U.S. Limited Partner's "net investment income" subject to this Medicare tax. Partnership Distributions Distributions of cash (including in certain circumstances distributions of certain -marketable securities" treated as cash distributions) from the Partnership to a U.S. Limited Partner in any year will reduce the adjusted basis of a U.S. Limited Partner's Interest by the amount of such cash distribution. For these purposes, a reduction in a Partner's share of the Partnership's debt, such as when a new Partner is admitted to the Partnership, will result in a deemed cash distribution to the Partner in an amount equal to the reduction. To the extent such distributions exceed the adjusted basis of a U.S. Limited Partner's Interest, such U.S. Limited Partner will be treated as having recognized gain from the sale or exchange of such Interest. In general, distributions (other than liquidating distributions) of property other than cash will reduce the adjusted basis (but not below zero) of a U.S. Limited Partner's Interest by the amount of the Partnership's adjusted basis in such property immediately before its distribution, but will not result in the realization of taxable income to the U.S. Limited Partner. Basis A U.S. Limited Partner's adjusted basis in its Interest in the Partnership is, in general, equal to the amount of cash or other property the U.S. Limited Partner has contributed to the Partnership, increased by the U.S. Limited Palmer's proportionate share of income and liabilities of the Partnership, and decreased by the U.S. Limited Partner's proportionate share of cash distributions, losses and reductions in such liabilities. Each U.S. Limited Partner will (subject to certain limits discussed below) be entitled to deduct its allocable share of the Partnership's losses to the extent of its adjusted basis in its Interest at the end of the tax year of the Partnership in which such losses are recognized. Allocations of Income, Gain, Loss and Deduction. Pursuant to the Partnership Agreement, items of the Partnership's income, gain, loss and deduction are allocated so as to take into account the varying interests of the Partners in the Partnership. Treasury regulations provide that allocations of items of partnership income, gain, loss, deduction or credit will be respected for tax purposes if such allocations ER305378-MAXWELL 114 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001961 EFTA00237592

Regulatory. Tax and ERISA Considerations have "substantial economic effect" or are determined to be in accordance with the partners' interests in a partnership. The Partnership believes that, for U.S. federal income tax purposes, allocations pursuant to the Partnership Agreement should be given effect, and the General Partner intends to prepare tax information returns based on such allocations. If the IRS were to redetermine the allocations to a particular U.S. Limited Partner, such re-determination could be less favorable than the allocations set forth in the Partnership Agreement. Limitations on Losses. While the Partnership is not intended as a "tax shelter," it is possible that losses and expenses could exceed the Partnership's income and gain in a given year. The ability of a U.S. Limited Partner to deduct such a net loss, and certain other partnership items, against its taxable income from other sources may be subject to a number of limitations under the Code. For example, each U.S. Limited Partner will not be entitled to deduct its share of the Partnership's losses in excess of its adjusted basis at the end of the tax year of the Partnership in which such losses are recognized. Other limitations include, for certain investors, such as individuals, the "at risk" rules of Section 465 of the Code and the limitations on miscellaneous itemized deductions under Section 67 of the Code. Additionally, individuals will be subject to limitations on interest deductions under Section 163 of the Code and the limitations on passive activity losses of Section 469 of the Code. Further, Section 470 of the Code may limit losses allocated to partners by partnerships that lease property to tax-exempt lessees in certain circumstances. Because of some of these limitations, it is possible that, if the Partnership has losses and income from different types of activities, certain investors may not be able to use losses from the Partnership to reduce income therefrom. Deductibility of Partnership Investment Expenditures by Individual Partners and by Trusts and Estates. Subject to certain exceptions, all miscellaneous itemized deductions of an individual taxpayer, and certain of such deductions of an estate or trust, are deductible only to the extent that such deductions exceed 2% of the taxpayer's adjusted gross income. Moreover, the otherwise allowable itemized deductions of an individual taxpayer whose adjusted gross income exceeds an applicable threshold amount are subject to reduction by an amount equal to the lesser of (i) 3% of the excess of such individual's adjusted gross income over the threshold amount or (ii) 80% of the amount of the itemized deductions otherwise allowable. Otherwise allowable deductions with respect to all or part of the organizational and operating expenses of the Partnership and the Management Fee and any other amounts treated as compensation paid to the General Partner or the Investment Advisor, as applicable, may be treated as miscellaneous itemized deductions subject to the foregoing rule. Organization, Management and Syndication Expenses In general, neither the Partnership nor any U.S. Limited Partner may deduct organization or syndication expenses. An election may be made by a partnership to amortize organizational expenses over a I80-month period and the Partnership intends to make such election. Syndication fees (which would include any sales or placement fees or commissions), however, must be capitalized and cannot be amortized or otherwise deducted. U.S. Limited Partners may claim ordinary deductions for Management Fees paid to the Investment Advisor but the IRS may take the view that such amounts must be capitalized and treated as part of the cost of an investment made by the Partnership. Sale or Disposition of Limited Partner Interests. A U.S. Limited Partner that sells or otherwise disposes of an Interest in the Partnership in a taxable transaction generally will recognize gain or loss equal to the difference, if any, between the adjusted basis of the Interest and the amount realized from the sale or disposition. The amount realized will include the amount by which the U.S. Limited Partner's share of the Partnership's liabilities outstanding at the time of the sale or disposition is reduced as a result of the sale or disposition. If the U.S. Limited Partner holds the Interest as a capital asset, such gain or loss will generally be treated as capital gain or loss to the extent a sale of assets by the Partnership would qualify for such treatment. Gain from the sale or other disposition of an Interest will be treated as ordinary income to the extent of the U.S. Limited Partner's distributive share of any "unrealized receivables" and ER305378-MAX WE LI_ Blackstone Real Estate Partners Europe V 115 CONFIDENTIAL UBSTERRAMAR00001962 EFTA00237593

Regulatory. Tax and ERISA Considerations "inventory items." Gain or loss from the disposition of an Interest will generally be long-term capital gain or loss if the U.S. Limited Partner had held the Interest for more than one year on the date of such sale or disposition; provided, that a Capital Contribution by the U.S. Limited Partner within the one-year period ending on such date may cause part of such gain or loss to be short term. In addition, if the Capital Contribution of a new Limited Partner is distributed to the Partners (other than such new Limited Partner), such as in the case of a Limited Partner admitted in a subsequent closing, for U.S. federal income tax purposes, such distributions will likely be treated as a taxable sale of a portion of their Interests by U.S. Limited Partners receiving such distributions. Long-term capital gain of individuals are generally taxed at reduced rates, but could be taxed at a rate of 25% to the extent any of such gain is attributable to depreciation that is not recaptured as ordinary income. In the event of a sale or other transfer of an Interest at any time other than the end of the Partnership's taxable year, the share of income and losses of the Partnership for the year of transfer attributable to the Interest transferred will be allocated for U.S. federal income tax purposes in the discretion of the General Partner between the transferor and the transferee on either an interim closing-of-the-books basis or a pro rata basis reflecting the respective periods during such year that each of the transferor and the transferee owned the Interest. Foreign Tax Credit Limits U.S. Limited Partners will generally be entitled to a foreign tax credit with respect to creditable non-U.S. taxes paid on the income and gains of the Partnership. Complex rules may, however, depending on each U.S. Limited Partner's circumstances, limit the availability or use of foreign tax credits. Further, except for a corporate U.S. Limited Partner that is viewed as owning 10% of the voting securities of a non-U.S. corporation, U.S. Limited Partners will generally not be entitled to an indirect foreign tax credit under Section 902 of the Code with respect to dividends paid to the Partnership by such non-U.S. corporations. Certain losses arising from the Partnership may be treated as foreign source losses which could reduce the amount of foreign tax credits otherwise available. Foreign Currency Gain or Loss The Partnership's functional currency will be the Euro, and income or loss of the Partnership will be calculated in Euros. For U.S. federal income tax purposes, in the case of a Limited Partner whose functional currency is not the Euro (a "Non-Euro Limited Partner"), the Non-Euro Limited Partner's distributive share of income or loss of the Partnership generally will be translated from Euros into such Non-Euro Limited Partner's functional currency at the "appropriate exchange rate" under the tax law. The appropriate exchange rate is generally the average exchange rate for the Partnership's taxable year. Income attributable to dividends, however, is translated into a Non-Euro Limited Partner's functional currency for tax purposes at the spot rate when the income is included in such Non-Euro Limited Partner's income, and other special rules may apply. In addition, Non-Euro Limited Partners will generally be required to account for foreign currency gain or loss in connection with Partnership distributions. The Partnership may also engage in substantial transactions involving non-Euro foreign currencies, and the Partnership and the U.S. Limited Partners may experience significant foreign currency gain or loss with respect to the Partnership's Investments. In general, subject to certain exceptions, foreign currency gain or loss is treated as ordinary income or loss. U.S. Limited Partners should consult with their individual tax advisors with respect to the tax treatment of foreign currency gain or loss. Issues Relating to Non-US Corporations U.S. Limited Partners may be subject to special rules applicable to indirect investments in non-U.S. corporations, including investments in "controlled %reign corporations" ("CFCs") and "passive foreign investment companies" ("PFICs"), both described immediately below. Controlled Foreign Corporations. If a U.S. Person, including any U.S. Limited Partner owns actually or constructively at least 10% of the voting stock of a non-U.S. corporation, such U.S. r-R305378-MA: I L- 116 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001963 EFTA00237594

Regulatory. Tax and ERISA Considerations Person is considered a "United States Shareholder" with respect to the non-U.S. corporation. If United States Shareholders in the aggregate own more than 50% of the voting power or value of the stock of such corporation, the non-U.S. corporation will be classified as a CFC. If the corporation qualifies as a CFC for an uninterrupted period of 30 days or more during the taxable year, the United States Shareholders of the CFC would generally be subject to current U.S. tax on certain types of income of the non-U.S. corporation (e.g., dividends, interest, certain rents and royalties, gain from the sale of property producing such income, certain income from sales and services), regardless of cash distributions from the company. In addition, gain on the sale of the CFC's stock by a United States Shareholder (during the period that the corporation is a CFC and thereafter for a five-year period) would be classified in whole or in part as a dividend. It is possible that one or more of the non-U.S. corporations in which the Partnership invests may be classified as CFCs and that a U.S. Limited Partner may be treated as a U.S. Shareholder. Passive Foreign Investment Companies. U.S. tax law contains special provisions dealing with PFICs. A PFIC is defined as any non-U.S. corporation in which either (i) 75% or more of the gross income for the taxable year is "passive income" or (ii) 50% or more of its assets (by value) produce, or are held for the production of, "passive income." There are no minimum stock ownership requirements for PFICs. Once a corporation qualifies as a PFIC with respect to a United States Person, it is, subject to certain exceptions, always treated as a PFIC with respect to such United States Person, regardless of whether it satisfies either of the qualification tests in subsequent years. If the Partnership were to invest in a PFIC, any gain on disposition of stock of the PFIC as well as income realized on certain "excess distributions" by the PFIC would be treated as though realized ratably over the shorter of a U.S. Limited Partner's holding period of its Interest or the Partnership's holding period for the PFIC. Such gain or income would be taxed as ordinary income. hi addition, an interest charge would be imposed on the U.S. Limited Partner on the tax deferred from prior years. If the Partnership were to invest in a PFIC and a U.S. Limited Partner elected to treat its interest in the PFIC as a "qualified electing fund" (a "QEF") under the Code, in lieu of the foregoing treatment, such U.S. Limited Partner would be required to include in income each year a portion of the ordinary earnings and net capital gains of the qualified fund, even if not distributed to the Partnership or the U.S. Limited Partners. To make such election, the PFIC must, among other things, supply the U.S. Limited Partner and with an information statement. Alternatively, an election may be made in the case of certain -marketable stock" to "mark to market" the stock of a PFIC on an annual basis. Pursuant to such an election, a U.S. Limited Partner would include in income each year as ordinary income the excess, if any, of the fair market value of the stock at the end of the taxable year over the Partnership's adjusted basis and will be permitted an ordinary loss deduction in respect of the excess, if any, of the adjusted basis of the stock over its fair market value at the end of the taxable year (but only to the extent of the net amount previously included in income as a result of the election). Them can be no assurance that a company in which the Partnership invests will not qualify as a PFIC, that a PFIC in which the Partnership does invest will provide the information necessary for a QEF election to be made or that the stock of a PFIC will qualify as "marketable stock." Certain Reporting Requirements. U.S. Limited Partners may be subject to substantial penalties if they fail to comply with special information reporting requirements with respect to their investments in the Partnership. In addition, U.S. Persons that own stock in non-U.S. corporations, including CFCs and PFICs, through the Partnership are subject to special reporting requirements under the Code. Under regulations issued by the IRS, taxpayers engaging in certain transactions, including certain loss transactions above a threshold, may be required to include tax shelter disclosure information with their annual U.S. federal income tax return. It is possible that the Partnership may engage in transactions that ER305378-MAXWELL Blackstone Real Estate Partners Europe V 117 CONFIDENTIAL UBSTERRAMAR00001964 EFTA00237595

Regulatory. Tax and ERISA Considerations subject the Partnership and potentially its Partners to such disclosure. A U.S. Limited Partner disposing of an Interest in the Partnership at a taxable loss may also be subject to such disclosure. Under legislation enacted in 2010, U.S. individuals (and possibly certain entities) must file certain information with their annual U.S. federal income tax return regarding interests they hold in foreign entities (such as the Partnership) or accounts worth more than $50,000 at any time during the year. In addition, a U.S. Person with a financial interest in, or signature or other authority over, non-U.S. financial accounts must file an annual Report of Foreign Bank and Financial Accounts (an "FBAR") if the aggregate value of those accounts exceeds $10,000 at any time during the year. Under the FBAR regulations finalized in 2011, ownership by a U.S. person of an interest in a foreign private fund entity is not currently subject to FBAR reporting, but the regulations continue to reserve on the application of the FBAR rules to such interests. Depending on the nature of future guidance, it is possible any such U.S. Limited Partners would also be subject to the FBAR filing requirements. Potential investors should discuss the application of the above rules with their own advisors in light of their individual circumstances. PROSPECTIVE U.S. LIMITED PARTNERS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE ABOVE REPORTING REQUIREMENTS. Tax-Exempt U.S Investors. Qualified pension, profit-sharing and stock bonus plans, educational institutions and other tax-exempt entities (including private foundations as discussed below) are subject to U.S. federal income taxation on their unrelated business taxable income ("UBTI"). Subject to certain exceptions described below, UBTI is defined as the gross income derived by such a tax-exempt entity from an unrelated trade or business (including a trade or business conducted by a partnership of which the tax-exempt entity is a partner), less the deductions directly connected with that trade or business. Subject to the discussion below relating to debt-financed income, UBTI generally does not include dividends, interest, certain types of rents from real property and gain or loss derived from the sale of property (other than gain or loss derived from the sale of inventory and property sold to customers in the ordinary course of a trade or business). UBTI does include operating income from certain asset categories (such as certain hotel or senior living assets) owned directly or through entities treated as transparent for U.S. federal income tax purposes. In addition, fee income actually received or deemed to be received by the Partnership or the U.S. Limited Partners (including any fee income that might be deemed to be received because, although paid to the Investment Advisor or its affiliates, such income results in a reduction in the Management Fee) may be treated as UBTI in certain circumstances. The Partnership intends to take the position that the U.S. Limited Partners do not share in fee income by virtue of such a reduction in the Management Fee. In addition, if a tax-exempt entity's acquisition of an interest in a partnership is debt- financed, or a partnership incurs "acquisition indebtedness" that is allocated to the acquisition of a partnership investment, then UBTI generally includes a percentage of gross income (less the same percentage of deductions) derived from such investment regardless of whether such income would otherwise be excluded as dividends, interest, rents, gain or loss from the sale of eligible property or similar income. The percentage referred to above is, in the case of operating income, the average amount of acquisition indebtedness for a taxable year with respect to property over the average adjusted basis for such year for the property or, in the case of a sale of an investment, the highest amount of indebtedness outstanding for the 12-month period prior to the sale with respect to the property over the average adjusted basis for such year for the property. Acquisition indebtedness includes the amount of (i) any mortgage or lien to which property is subject at the time of its acquisition and (ii) debt incurred after the acquisition or improvement of any property if the debt would not have been incurred but for such acquisition or improvement and the incurrence of the debt was reasonably foreseeable at the time of the acquisition or improvement. ER305378-MAXWELL 118 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001965 EFTA00237596

Regulatory. Tax and ERISA Considerations The General Partner expects to form one or more non-U.S. entities (a "Feeder Fund") for investors, including tax-exempt investors, for the purpose of making their investment in the Partnership or an alternative investment vehicle through such entity. The Feeder Fund will elect to be treated as a corporation for U.S. federal income tax purposes and hold Interests on the same terms as the other investors in the Partnership or an alternative investment vehicle. A tax-exempt Limited Partner's income from an investment in the Feeder Fund generally should not be treated as resulting in UBTI so long as such investor's acquisition of interests in the Feeder Fund is not debt-financed. Because a tax-exempt Limited Partner should be treated as owning stock in a corporation for U.S. federal income tax purposes, its income for such purposes should consist of dividends and gain on sale of stock. Accordingly. a tax- exempt Limited Partner's income from the Feeder Fund should not be treated as UBTI (assuming such investor has not itself borrowed to acquire its investment in the Feeder Fund). The Partnership expects to incur debt either directly or through entities through which the Partnership invests. Generally, debt incurred by a partnership is attributed to its partners. Generally, however, debt incurred by a corporation is not attributed to its shareholders, so that debt incurred through the Feeder Fund should not be attributed to an investor's interest in the Feeder Fund. In addition, the Partnership or the entities through which it invests may earn operating income that would be UBTI if earned by a tax- exempt Limited Partner directly. Such income earned through the Feeder Fund, however, should not be attributed to an investor's interest in the Feeder Fund. Although it is possible that the IRS could seek to disregard the Feeder Fund and apply the debt-financed property or other UBTI rules to tax-exempt Limited Partners, the Partnership believes that such treatment should not apply. Accordingly, a tax- exempt Limited Partner's income from the Feeder Fund should not be treated as debt-financed income under the UBTI rules (assuming such investor has not itself borrowed to acquire its investment in the Feeder Fund) and should not be treated as UBTI by reason of the nature of such income in the hands of the Feeder Fund or the Partnership. If a U.S. tax-exempt Limited Partner is not otherwise taxable under the UBTI provisions with respect to its interests in the Feeder Fund (for example, as debt-financed income), it would not be subject to tax under the PFIC rules or the CFC rules. U.S. tax-exempt Limited Partners acquiring interests in the Feeder Fund should consult their own tax advisors as to application of the above rules to their particular situations. U.S. tax-exempt Limited Partners would generally be required to comply with certain reporting requirements relating to the acquisition of an interest in the Feeder Fund. Failure to comply with such reporting requirements could result in substantial penalties. See "—Certain U.S. Tax Considerations—Taxation of U.S. Limited Partners—Certain Reporting Requirements" above. Potential investors are urged to consult their own tax advisors regarding all such reporting requirements. Certain Issues Pertaining to Private Foundations In some instances, an investment in the Partnership or the Feeder Fund by a private foundation could subject the private foundation to excise taxes to the extent that the investment constitutes "excess business holdings" within the meaning of Section 4943 of the Code. For example. if a private foundation (either directly or when aggregated with the holdings of its disqualified persons) acquires more than 20% of the profits interest of the Partnership, the private foundation's interest in the Partnership may be considered excess business holdings, unless the Partnership does not meet the definition of a "business enterprise" within the meaning of Section 4943(dX3) of the Code (i.e., if least 95% of the Partnership's gross income is from passive sources within the meaning of Section 4943(d)(3)(B) of the Code). A private foundation also may be subject to excise taxes in respect of excess business holdings if it and its disqualified persons, in the aggregate own, indirectly through the Partnership, more than 20% of the voting stock or equivalent in any business enterprise owned by the Partnership. Private foundations should consult their own tax advisors regarding the excess business holdings provisions and all other aspects of Chapter 42 of the Code as they relate to an investment in the Partnership and the Feeder Fund. ER305378-MAXWELL Blackstone Real Estate Partners Europe V 119 CONFIDENTIAL UBSTERRAMAR00001966 EFTA00237597

Regulatory. Tax and ERISA Considerations Certain Issues Regarding Prohibited Tax Shelter Transactions. Certain tax-exempt investors may be subject to an excise tax if the Partnership engages in a "prohibited tax shelter transaction" or a "subsequently listed transaction" within the meaning of Section 4965 of the Code and such tax-exempt investors are party to such a transaction. In addition, if the Partnership engages in a "prohibited tax shelter transaction" which such tax-exempt investors are party to, such tax-exempt investors may be subject to substantial penalties if they fail to comply with special disclosure requirements and managers of such tax-exempt investors may also be subject to substantial penalties. Although the Partnership does not expect to engage in any such transaction, the rules are subject to interpretation and therefore there can be no assurance that the rules of Section 4965 will not apply to a tax-exempt Limited Partner. Tax- exempt Limited Partners should consult their own tax advisors regarding the application of Section 4965 of the Code. Non-U.S Limited Partners. The Partnership intends to take the position that it is not engaged in a U.S. trade or business for U.S. federal income tax purposes. Based on that position, Non-U.S. Limited Partners that are not themselves engaged in a U.S. trade or business will generally not be subject to U.S. federal income tax on interest and dividends from non-U.S. sources and gains from the sale or other disposition of equity or debt securities or of real property located outside of the United States derived by the Partnership. In addition, such Non-U.S. Limited Partners would generally not be subject to U.S. federal income tax on distributions from the Partnership of operating income derived by the Partnership from non-U.S. sources and generally would not be subject to U.S. federal income tax on a sale of their Interest. Fee income actually received or deemed to be received by the Partnership or the Limited Partners (including any fee income that might be deemed to be received because. although paid to the General Partner or its affiliates, such income results in a reduction in the Management Fee) may cause the Partnership and the Limited Partners to be treated as being engaged in a U.S. trade or business with respect to such fee income. The Partnership intends to take the position, however, that the reductions should not cause the Partnership and the Limited Partners to be treated as being engaged in a U.S. trade or business. FATCA. Under FATCA, all FFIs must comply with a complicated and expansive reporting regime or be subject to a 30% U.S. withholding tax on certain U.S. payments (and beginning in 2019, a 30% U.S. withholding tax on gross proceeds from the sale of U.S. stocks and securities) and non-U.S. entities that arc not FFIs must either certify that they have no substantial U.S. beneficial ownership or report certain information with respect to their substantial U.S. beneficial ownership or be subject to a 30% U.S. withholding tax on certain U.S. payments (and beginning in 2019, a 30% U.S. withholding tax on gross proceeds from the sale of U.S. stocks and securities). The legislation also contains complex provisions requiring participating FFIs to withhold on certain "foreign passthru payments" made to nonparticipating FFIs and to holders that fail to provide the required information. The definition of a "foreign passthru payment" is still reserved under the current regulations. however the term generally refers to payments that arc from non-U.S. sources but that am "attributable to" certain U.S. payments and gross proceeds described above. Withholding on these payments is not set to apply until 2019. In general, non-U.S. investment funds, such as the Partnership, are considered FFIs. The reporting requirements imposed under FATCA require FFIs to enter into agreements with the IRS to obtain and disclose information about certain investors to the IRS or, if subject to an IGA, register with the IRS. IGAs are generally intended to result in the automatic exchange of tax information through reporting by an FFI to the government or tax authorities of the country in which such FF1 is domiciled, followed by the automatic exchange of reported information with the IRS. The Partnership intends to comply, to the extent reasonably practicable, with the reporting requirements to avoid the imposition of the U.S. withholding tax, but in the event that it is unable to do so (because, for example, investors in the Partnership fail to provide the Partnership with the required information), certain payments made to the Partnership or by the Partnership may be subject to a U.S. withholding tax, which would reduce the cash available to investors in the Partnership. Further, these reporting requirements may apply to underlying entities in which the ER305378-MAXWELL 120 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001967 EFTA00237598

Regulatory. Tax and ERISA Considerations Partnership invests and the Partnership may not have control over whether such entities comply with the reporting regime. Such withheld amounts that arc allocable to a Limited Partner may, in accordance with the Partnership Agreement, be deemed to have been distributed to such Limited Partner to the extent the taxes reduce the amount otherwise distributable to such Limited Partner. Prospective investors should consult their own tax advisors regarding all aspects of this legislation as it affects their particular circumstances. In addition, a number of items of legislation have been proposed in thc past that could significantly alter certain of the U.S. federal income tax consequences of an investment in the Partnership. It currently is uncertain whether any such proposed legislation (or similar legislation) will be enacted into law. Prospective investors should consult their own tax advisors regarding proposed legislation. The Cayman Islands Financial Institution Reporting Regime: US FATCA, UK FATCA and the OECD Common Reporting Standard The Cayman Islands has signed two inter-governmental agreements to improve international tax compliance and the exchange of infommtion - one with the United States and one with the United Kingdom (the "US IGA" and the "UK !GA", respectively). The Cayman Islands has also signed, along with over 60 other countries, a multilateral competent authority agreement to implement the OECD Standard for Automatic Exchange of Financial Account Information — Common Reporting Standard (the "CRS" and together with the US IGA and the UK IGA, "AEOI"). Cayman Islands regulations were issued on 4 July 2014 to give effect to the US IGA and the UK IGA, and on 16 October 2015 to give effect to the CRS (collectively. the "AEOI Regulations"). Pursuant to the AEOI Regulations, the Cayman Islands Tax Information Authority (the "TIA") has published guidance notes on the application of the US and UK IGAs and has the power to issue guidance in relation to the CRS. Generally, Cayman Islands "Financial Institutions" will be required to comply with the registration, due diligence and reporting requirements of the AEOI Regulations, unless they can rely on an exemption that allows them to become a "Non-Reporting Financial Institution" (as defined in the relevant AEOI Regulations). The Partnership does not propose to rely on any reporting exemption and therefore intends to comply with such requirements of the AEOI Regulations. The AEOI Regulations require the Partnership to. amongst other things (i) register with the IRS to obtain a Global Intermediary Identification Number or, if the Partnership is part of a sponsored compliance approach, register with the IRS to obtain a Global Intermediary Identification Number by January I, 2017 (in each case, in the context of the US WA only), (ii) register with the TIA, and thereby notify the TIA of its status as a "Reporting Financial Institution"; (iii) conduct due diligence on its accounts to identify whether any such accounts are considered "Reportable Accounts", and (iv) report information on such Reportable Accounts to the TIA. The TIA will transmit the information reported to it to the overseas fiscal authority relevant to a reportable account (i.e. the IRS in the case of a US Reportable Account, HMRC in the case of a UK Reportable Account, etc.) annually on an automatic basis. For details on the US FATCA withholding tax regime see "Certain United States Tax Considerations". By investing in the Partnership and/or continuing to invest in the Partnership, Limited Partners shall be deemed to acknowledge that further information may need to be provided to the Partnership, the General Partner and/or their agents, the Partnership's intended compliance with the AEO1 Regulations may result in the disclosure of Limited Partner information, and Limited Partner information may be exchanged with overseas fiscal authorities. Where a Limited Partner fails to provide any requested information (regardless of the consequences), the Partnership acting by the General Partner reserves the right to take PR305378-MAXWELL Blackstone Real Estate Partners Europe V 121 CONFIDENTIAL UBSTERRAMAR00001968 EFTA00237599

Regulatory. Tax and ERISA Considerations any action and/or pursue all remedies at its disposal including, without limitation, compulsory withdrawal of the Limited Partner concerned. Taxes in Other Jurisdictions. In addition to U.S. federal income tax consequences, prospective investors should consider potential U.S. state and local tax consequences of an investment in the Partnership in the U.S. state or locality in which they are a resident for tax purposes. A Limited Partner may also be subject to tax return filing obligations and income, franchise or other taxes, including withholding taxes, in jurisdictions in which the Partnership operates or in jurisdictions of entities through which it makes Investments. Income or gains from Investments held by the Partnership may be subject to withholding or other taxes in jurisdictions outside the United States, subject to the possibility of reduction under applicable treaties. Limited Partners that wish to claim the benefit of an applicable income tax treaty may be required to submit information to tax authorities in such jurisdictions. Potential investors should consult their own tax advisors regarding the U.S. state, local and non-U.S. tax consequences of an investment in the Partnership. Other Matters. The General Partner will be the "tax matters partner" with authority, subject to certain restrictions, to act on behalf of the Partnership in connection with any administrative or judicial review of the U.S. federal income tax treatment of the Partnership's income, gains, losses, deductions or credits. Each Limited Partner will be required to indemnify the Partnership for any tax obligations imposed on the Partnership with respect to such Limited Partner's investment. The Partnership may escrow certain amounts otherwise distributable to Limited Partners to protect itself against certain potential withholding obligations. Subject to certain limits, tax credits and tax payments made by or allocated to the Partnership (or any entity in which the Partnership invests that is treated as a firm -through entity for U.S. federal income tax purposes) will, except in certain circumstances in the case of tax-exempt Limited Partners, be deemed to have been distributed to the Limited Partners. Certain ERISA Considerations The following is a summary of certain considerations associated with an investment in the Partnership by employee benefit plans that are subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), plans, individual retirement accounts ("IRAs") and other arrangements that are subject to Section 4975 of the Code or provisions under any other U.S. federal, state, local, non-U.S. or other laws or regulations that arc similar to such provisions of ERISA or the Code (collectively, "Similar Laws"), and entities whose underlying assets are considered to include -plan assets" of any such plan, account or arrangement (each, a "Plan'). General Fiduciary Matters ERISA and the Code impose certain duties on persons that are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an "ERISA Plan") and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person that exercises any discretionary authority or control over the administration of an ERISA Plan or the management or disposition of the assets of an ERISA Plan, or that renders investment advice for a fee or other compensation to an ERISA Plan, is generally considered to be a fiduciary of the Plan. In considering an investment in the Partnership of a portion of the assets of any Plan, a fiduciary should determine, particularly in light of the risks and lack of liquidity inherent in an investment in the Partnership, whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary's duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws. Furthermore, absent an exemption, the fiduciaries of a Plan should not invest in the Partnership with the ER305378-MAXWELL 122 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001969 EFTA00237600

Regulatory. Tax and ERISA Considerations assets of any Plan if the General Partner, the Investment Advisor, or any of their respective affiliates is a fiduciary with respect to such assets of the Plan. Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities that are "parties in interest," within the meaning of ERISA, or "disqualified persons," within the meaning of Section 4975 of the Code. The acquisition and/or ownership of Interests by an ERISA Plan with respect to which the Partnership is considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the U.S. Department of Labor (the "DOL") has issued prohibited transaction class exemptions, or "PTCEs," that may apply to the acquisition and holding of investments in the Partnership. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95- 60 respecting life insurance company general accounts, and PTCE 96-23 respecting transactions determined by in-house asset managers. Each of the above-noted exemptions contains conditions and limitations on its application. Fiduciaries of ERISA Plans considering acquiring and/or holdings the Interests in reliance of these or any other exemption should carefully review the exemption to assure it is applicable. There can be no assurance that all of the conditions of any such exemptions will be satisfied. Plan Assets Under ERISA and the regulations promulgated thereunder (the "Plan Asset Regulations"), when an ERISA Plan acquires an equity interest in an entity that is neither a "publicly-offered security" nor a security issued by an investment company registered under the 1940 Act, the ERISA Plan's assets include both the equity interest and an undivided interest in each of the underlying assets of the entity unless it is established either that less than 25% of the total value of each class of equity interests in the entity is held by "benefit plan investors" as defined in Section 3(42) of ERISA (the "25% Test") or that the entity is an "operating company," as defined in the Plan Asset Regulations. For purposes of the 25% Test, the assets of an entity will not be treated as "plan assets" if, immediately after the most recent acquisition of any equity interest in the entity, less than 25% of the total value of each class of equity interests in the entity is held by "benefit plan investors," excluding equity interests held by persons (other than benefit plan investors) with discretionary authority or control over the assets of the entity or who provide investment advice for a fee (direct or indirect) with respect to such assets, and any affiliates thereof. The term "benefit plan investors" is generally defined to include employee benefit plans subject to Title I of ERISA or Section 4975 of the Code (including "Keogh" plans and IRAs), as well as any entity whose underlying assets include plan assets by reason of a plan's investment in such entity (e.g., an entity of which 25% or more of the total value of any class of equity interests is held by benefit plan investors and which does not satisfy another exception under ERISA). Thus, absent satisfaction of another exception under ERISA. if 25% or more of the total value of any class of equity interests of the Partnership were held by benefit plan investors, an undivided interest in each of the underlying assets of the Partnership would be deemed to be "plan assets" of any ERISA Plan that invested in the Partnership. The definition of an "operating company" in the Plan Asset Regulations includes, among other things, a "venture capital operating company" (a "VCOC") and a -real estate operating company" (a "REOC"). Generally, in order to qualify, as a VCOC, an entity must demonstrate on its "initial valuation date" (as defined in the Plan Asset Regulations), and annually thereafter, that at least 50% of its assets, valued at cost (other than short-term investments pending long-term commitment or distribution to investors), are invested in operating companies (other than VCOCs) (i.e., operating entities that (x) are primarily engaged directly, or through a majority owned subsidiary or subsidiaries, in the production or sale of a product or service other than the investment of capital, or (y) qualify as "real estate operating companies," ER305378-MAXWELL Blackstone Real Estate Partners Europe V 123 CONFIDENTIAL UBSTERRAMAR00001970 EFTA00237601

Regulatory. Tax and ERISA Considerations as defined in the Plan Asset Regulations) in which such entity has direct contractual management rights. In addition, to qualify as a VCOC, an entity must, in the ordinary course of its business, actually exercise such management rights with respect to at least one of the operating companies in which it invests. The Plan Asset Regulations do not provide specific guidance regarding what rights will qualify as management rights, and the DOL has consistently taken the position that such determination can only be made in light of the surrounding facts and circumstances of each particular case, substantially limiting the degree to which it can be determined with certainty whether particular rights will satisfy this requirement. Similarly, generally in order to qualify as a REOC, an entity must demonstrate on its initial valuation date and annually thereafter that at least 50% of its assets, valued at cost. (other than short-term investments pending long-term commitment or distribution to investors) are invested in real estate that is managed or developed and with respect to which such entity has the right to substantially participate directly in the management or development activities. In addition, to qualify as a REOC, an entity must, in the ordinary course of its business, actually be engaged directly in such real estate management or development activities. Plan Asset Consequences If the assets of the Partnership were deemed to be "plan assets" under ERISA, this would result, among other things, in (i) the application of the prudence and other fiduciary responsibility standards of ERISA to Investments made by the Partnership and (ii) the possibility that certain transactions in which the Partnership might seek to engage could constitute "prohibited transactions" under ERISA and the Code. If a prohibited transaction occurs for which no exemption is available, the General Partner, the Investment Advisor and/or any other fiduciary that has engaged in the prohibited transaction could be sequined to (A) restore to the ERISA Plan any profit realized on the transaction and (B) reimburse the ERISA Plan for any losses suffered by the ERISA Plan as a result of the Investment. In addition, each disqualified person (within the meaning of Section 4975 of the Code) involved could be subject to an excise tax equal to 15% of the amount involved in the prohibited transaction for each year the transaction continues and, unless the transaction is corrected within statutorily required periods, to an additional tax of 100%. ERISA Plan fiduciaries that decide to invest in the Partnership could, under certain circumstances, be liable for prohibited transactions or other violations as a result of their investment in the Partnership or as co- fiduciaries for actions taken by or on behalf of the Partnership or the General Partner. With respect to an IRA that invests in the Partnership, the occurrence of a prohibited transaction involving the individual who established the IRA, or his or her beneficiaries, would cause the IRA to lose its tax-exempt status. The General Partner will use reasonable best efforts either to (i) limit equity participation by benefit plan investors in the Partnership to less than 25% of the total value of each class of equity interests in the Partnership as described above or (ii) to operate the Partnership in such a manner such that the Partnership should qualify as a VCOC or REOC, in each case so that the underlying assets of the Partnership should not constitute "plan assets" of any ERISA Plan that invests in the Partnership. However, then; can be no assurance that, notwithstanding the reasonable best efforts of the General Partner, the Partnership will qualify, as a VCOC or REOC or the underlying assets of the Partnership will not otherwise be deemed to include ERISA plan assets. Under the Partnership Agreement, the General Partner will have the power to take certain actions to avoid having the assets of the Partnership characterized as "plan assets," including, without limitation, the right to cause a Limited Partner that is a benefit plan to withdraw from the Partnership, the right to exclude a Limited Partner that is a benefit plan from an Investment or to terminate any such plan's unused Capital Commitments or the Partnership itself. While the General Partner and the Partnership do not expect that the General Partner will need to exercise such power, neither the General Partner nor the Partnership can give any assurance that such power will not be exercised. ER305378-MAXWELL 124 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001971 EFTA00237602

Regulatory. Tax and ERISA Considerations Under certain circumstances certain investors may invest in the Partnership or one or more alternative investment vehicles through an entity• or entities established by the General Partner or an affiliate thereof, including a Feeder Fund (each such entity an -Intermediate Entity"). The discussion above under "General Fiduciary Matters," "Plan Assets" and "Plan Asset Consequences" will be similarly applicable to any investment made indirectly in the Partnership or an alternative investment vehicle through an Intermediate Entity . However, no Intermediate Entity is expected to qualify as an "operating company" for purposes of the Plan Asset Regulations and it is possible that an Intermediate Entity may not satisfy the 25% Test, in which case the assets of such Intermediate Entity will constitute "plan assets" for purposes of ERISA and Section 4975 of the Code. The General Partner intends to structure such a Feeder Fund as an intermediate vehicle for purposes of an investment in the Partnership or an altemative investment vehicle, as the ease may be, and limit any discretion with respect to the investment, management and disposition of assets of such Intermediate Entity. In this regard, when investing in the Partnership or an alternative investment vehicle through such an Intermediate Entity , each Limited Partner will, by making a capital contribution or a loan to such an Intermediate Entity, be deemed to (i) direct the general partner (or similar managing entity) of the Intermediate Entity to invest, directly or indirectly through one or more Intermediate Entities, the amount of such capital contribution and the proceeds of such loan, if any, in the Partnership or alternative investment vehicle, as the case may be, and acknowledge that during any period when the underlying assets of the Intermediate Entity arc deemed to constitute -plan assets" for purposes of the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA, Section 4975 of the Code or any applicable Similar Law, the general partner (or similar managing entity) of the Intermediate Entity will act as a custodian with respect to the assets of such Limited Partner but is not intended to be a fiduciary with respect to any such Limited Partner for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law and (ii) represent that such capital contribution and loan, if any, and the transactions contemplated by such direction, will not result in a non- exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code, or a violation of any applicable Similar Law. However, there can be no assurance that the fiduciary and prohibited transaction provisions of ERISA, Section 4975 of the Code or applicable Similar Law will not be applicable to activities of such Intermediate Entity. During any period when the underlying assets of an Intermediate Entity are deemed to constitute -plan assets" of any ERISA Plan under ERISA, the general partner (or similar managing entity) of the Intermediate Entity will, or will cause an affiliate of the general partner (or similar managing member) to, hold the counterpart of the signature page of the Partnership Agreement of the Partnership or partnership agreement (or similar governing document) of the alternative investment vehicle, as the case may be, in the United States. Reporting of Indirect Compensation. Under ERISA's general reporting and disclosure rules, ERISA Plans are required to include information regarding their assets, expenses and liabilities. To facilitate a plan administrator's compliance with these requirements, it is noted that the descriptions of the fees and expenses contained in this Memorandum, including the descriptions of the Management Fee payable to the Investment Advisor and the Carried Interest Distributions allocable to the General Partner, are intended to satisfy the disclosure requirements for "eligible indirect compensation" for which the alternative reporting option on Schedule C of Form 5500 Annual Return/Report may be available. The foregoing discussion is general in nature and is not intended to be all-inclusive. Each Plan fiduciary should consult with its legal advisor concerning the considerations discussed above before making an investment in the Partnership. As indicated above, Similar Laws governing the investment and management of the assets of governmental or non-U.S. plans may contain fiduciary and prohibited transaction requirements similar to those under ERISA and the Code (as discussed above). Accordingly, fiduciaries of such governmental or non-U.S. plans, in consultation with their advisors, should consider ER305378-MAXWELL Blackstone Real Estate Partners Europe V 125 CONFIDENTIAL UBSTERRAMAR00001972 EFTA00237603

Regulatory. Tax and ERISA Considerations the impact of their respective laws and regulations on an investment in the Partnership and the considerations discussed above, if applicable. EACH PLAN FIDUCIARY SHOULD CONSULT ITS LEGAL ADVISOR CONCERNING POTENTIAL CONSEQUENCES UNDER ERISA, THE CODE AND APPLICABLE SIMILAR LAW BEFORE MAKING AN INVESTMENT IN THE PARTNERSHIP. ER305378-MAXWELL 126 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001973 EFTA00237604