Securities Law Legends VII. Securities Law Legends IT IS THE RESPONSIBILITY OF ANY PERSONS WISHING TO SUBSCRIBE FOR THESE INTERESTS TO INFORM THEMSELVES OF AND TO OBSERVE ALL APPLICABLE LAWS AND REGULATIONS OF ANY RELEVANT JURISDICTIONS. PROSPECTIVE INVESTORS SHOULD INFORM THEMSELVES AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES WITHIN THE COUNTRIES OF THEIR CITIZENSHIP, RESIDENCE, DOMICILE AND PLACE OF BUSINESS WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSAL OF THESE INTERESTS, AND ANY FOREIGN EXCHANGE RESTRICTIONS THAT MAY BE RELEVANT THERETO. NOTICE TO FLORIDA INVESTORS: THE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES ACT. IF SALES ARE MADE TO FIVE (5) OR MORE INVESTORS IN FLORIDA, ANY FLORIDA INVESTOR MAY, AT HIS OR HER OPTION, VOID ANY PURCHASE HEREUNDER WITHIN A PERIOD OF THREE (3) DAYS AFTER HE OR SHE (A) FIRST TENDERS OR PAYS TO THE PARTNERSHIP, AN AGENT OF THE PARTNERSHIP OR AN ESCROW AGENT THE CONSIDERATION REQUIRED HEREUNDER OR (B) DELIVERS HIS OR HER EXECUTED SUBSCRIPTION AGREEMENT, WHICHEVER OCCURS LATER. TO ACCOMPLISH THIS, IT IS SUFFICIENT FOR A FLORIDA INVESTOR TO SEND A LETTER OR TELEGRAM TO THE PARTNERSHIP WITHIN SUCH THREE (3) DAY PERIOD, STATING THAT HE OR SHE IS VOIDING AND RESCINDING THE PURCHASE. IF ANY INVESTOR SENDS A LETTER, IT IS PRUDENT TO DO SO BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT THE LETTER IS RECEIVED AND TO EVIDENCE THE TIME OF MAILING. NOTICE TO INVESTORS IN OTHER U.S. STATES: IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PARTNERSHIP AND THE TERMS AND CONDITIONS OF THE OFFERING. INCLUDING THE MERITS AND RISKS INVOLVED. THESE INTERESTS HAVE NOT BEEN RECOMMENDED BY ANY UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. NOTICE TO RESIDENTS IN EUROPEAN ECONOMIC AREA MEMBER STATES WHERE ACTIVE MARKETING WILL NOT BE CONDUCTED: INTERESTS IN THE PARTNERSHIP ARE NOT BEING MARKETED (WITHIN THE MEANING OF DIRECTIVE 2001/61/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL ON ALTERNATIVE INVESTMENT FUND MANAGERS AND ITS IMPLEMENTING MEASURES) TO INVESTORS WHO ARE DOMICILED IN, OR HAVE A REGISTERED OFFICE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") (OTHER THAN ANY OF THE MEMBER STATES REFERRED TO BELOW) AND THERE IS NO INTENTION THAT INTERESTS IN THE PARTNERSHIP WILL BE SO MARKETED. THIS MEMORANDUM IS ONLY BEING PROVIDED TO PROSPECTIVE INVESTORS IN SUCH ER305378-MAXWELL Blackstone Real Estate Partners Europe V 127 CONFIDENTIAL UBSTERRAMAR00001974 EFTA00237605

Securities Law Legends OTHER EEA MEMBER STATES AT THE INITIATIVE AND SPECIFIC REQUEST OF SUCH INVESTORS WITH REGARD TO A POTENTIAL INVESTMENT IN THE PARTNERSHIP. IF THIS IS NOT THE CASE, THEN ANY SUCH PROSPECTIVE INVESTOR SHOULD DISREGARD THE INFORMATION PROVIDED HEREIN AND RETURN THIS MEMORANDUM IMMEDIATELY. NOTICE TO EEA PERSONS: TO THE EXTENT THAT INTERESTS IN THE PARTNERSHIP ARE OFFERED BY OR ON BEHALF OF THE INVESTMENT ADVISOR DIRECTLY OR INDIRECTLY TO PERSONS DOMICILED IN OR HAVING A REGISTERED OFFICE ESTABLISHED IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA PERSONS"), THIS MEMORANDUM MUST BE ACCOMPANIED BY AN ADDENDUM CONTAINING THE INFORMATION SPECIFIED UNDER ARTICLE 23 OF THE DIRECTIVE (THE "ARTICLE 23 ADDENDUM'). SUCH EEA PERSONS ARE DIRECTED TO THE SELLING LEGEND APPLICABLE IN THEIR MEMBER STATE AS SET OUT IN THE ARTICLE 23 ADDENDUM. PLEASE CONTACT THE INVESTMENT ADVISOR IF YOU HAVE RECEIVED THIS MEMORANDUM WITHOUT THE ACCOMPANYING ARTICLE 23 ADDENDUM. EEA PERSONS MUST NOT RELY ON THIS MEMORANDUM UNTIL RECEIVING A COPY OF THE ARTICLE 23 ADDENDUM. FOR ARGENTINIAN RESIDENTS ONLY: THIS MEMORANDUM DOES NOT CONSTITUTE AN INVITATION TO BUY OR A SOLICITATION OF AN OFFER TO SELL SECURITIES OR ANY OTHER PRODUCTS OR SERVICES IN ARGENTINA. INTERESTS IN THE PARTNERSHIP ARE NOT AND WILL NOT BE OFFERED OR SOLD IN ARGENTINA, IN COMPLIANCE WITH SECTION NO. 310 OF THE ARGENTINE CRIMINAL CODE. NO APPLICATION HAS BEEN OR WILL BE MADE WITH THE ARGENTINE COMISION NACIONAL DE VALORES, THE ARGENTINE SECURITIES GOVERNMENTAL AUTHORITY, TO OFFER THE PARTNERSHIP OR THE INTERESTS THEREOF IN ARGENTINA. MEMORANDUM RELATING TO THIS OFFERING MAY NOT BE SUPPLIED OR MADE AVAILABLE IN ARGENTINA OR USED IN CONNECTION WITH AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY IN ARGENTINA. FOR AUSTRALIAN RESIDENTS ONLY: THE PARTNERSHIP IS NOT A REGISTERED SCHEME OR REGISTERED AS A FOREIGN COMPANY IN AUSTRALIA. THE OFFER OF INTERESTS CONTAINED IN THIS MEMORANDUM IS DIRECTED ONLY TO PERSONS WHO QUALIFY AS: "WHOLESALE CLIENTS" WITHIN THE MEANING OF SECTION 761G OF THE CORPORATIONS ACT 2001 (CTH); AND SOPHISTICATED OR PROFESSIONAL INVESTORS WITHIN THE MEANING OF SECTION 708 OF THE CORPORATIONS ACT 2001 (CM). IF THE INTERESTS ARE TO BE ON SOLD OR TRANSFERRED TO INVESTORS IN AUSTRALIA WITHOUT A PRODUCT DISCLOSURE STATEMENT OR OTHER REGULATED AUSTRALIAN DISCLOSURE DOCUMENT, WITHIN 12 MONTHS OF THEIR ISSUE. THEY MAY ONLY BE ON SOLD OR TRANSFERRED TO PERSONS IN AUSTRALIA WHO ARE 'WHOLESALE CLIENTS' UNDER SECTION 761G OF THE CORPORATIONS ACT 2001 (CTH) AND SOPHISTICATED OR PROFESSIONAL INVESTORS WITHIN THE MEANING OF SECTION 708 OF THE CORPORATIONS ACT 2001 (C111). EACH RECIPIENT OF THIS MEMORANDUM WARRANTS THAT IT IS, AND AT ALL TIMES WILL BE A `WHOLESALE CLIENT' AND A SOPHISTICATED OR PROFESSIONAL INVESTOR. ER305378-MAXWELL 128 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001975 EFTA00237606

Securities Law Legends THIS MEMORANDUM IS NOT A PRODUCT DISCLOSURE STATEMENT OR OTHER DISCLOSURE DOCUMENT FOR THE PURPOSES OF THE CORPORATIONS ACT 2001 (CTH). THIS MEMORANDUM HAS NOT BEEN, AND WILL NOT BE, REVIEWED BY, NOR LODGED WITH, THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION AND DOES NOT CONTAIN ALL THE INFORMATION THAT A PRODUCT DISCLOSURE STATEMENT OR OTHER DISCLOSURE DOCUMENT IS REQUIRED TO CONTAIN. THE DISTRIBUTION OF THIS MEMORANDUM IN AUSTRALIA HAS NOT BEEN AUTHORISED BY ANY REGULATORY AUTHORITY IN AUSTRALIA. THIS MEMORANDUM IS PROVIDED FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE THE PROVISION OF ANY FINANCIAL PRODUCT ADVICE OR RECOMMENDATION. THIS MEMORANDUM DOES NOT TAKE INTO ACCOUNT THE INVESTMENT OBJECTIVES, FINANCIAL SITUATION AND PARTICULAR NEEDS OF ANY PERSON AND NEITHER THE PARTNERSHIP, NOR ANY OTHER PERSON REFERRED TO IN THIS MEMORANDUM, IS LICENSED TO PROVIDE FINANCIAL PRODUCT ADVICE IN AUSTRALIA. YOU SHOULD CONSIDER CAREFULLY WHETHER THE INVESTMENT IS SUITABLE FOR YOU, HAVING REGARD TO YOUR INVESTMENT OBJECTIVES, FINANCIAL SITUATION AND PARTICULAR NEEDS. THERE IS NO COOLING-OFF REGIME THAT APPLIES IN RELATION TO THE ACQUISMON OF ANY INTERESTS IN AUSTRALIA. THIS MEMORANDUM HAS NOT BEEN PREPARED SPECIFICALLY FOR AUSTRALIAN INVESTORS. IT: MAY CONTAIN REFERENCES TO DOLLAR AMOUNTS WHICH ARE NOT IN AUSTRALIAN DOLLARS; MAY CONTAIN FINANCIAL INFORMATION WHICH IS NOT PREPARED IN ACCORDANCE WITH AUSTRALIAN LAW OR PRACTICES; MAY NOT ADDRESS RISKS ASSOCIATED WITH INVESTMENT IN FOREIGN CURRENCY DENOMINATED INVESTMENTS; AND DOES NOT ADDRESS AUSTRALIAN TAX ISSUES. FOR AZERBAIJAN RESIDENTS ONLY: THE PARTNERSHIP IS AN ENTITY REGISTERED AND OPERATING UNDER THE LAWS OF THE UNITED STATES. THE INTERESTS WILL BE PROVIDED BY THE PARTNERSHIP FROM THE UNITED STATES ONLY; AND THE PARTNERSHIP WILL NOT BE AND IS NOT INTENDED TO BE REGISTERED IN THE UNITED STATES OR IN THE REPUBLIC OF AZERBAIJAN. AN INVESTMENT INTO THE PARTNERSHIP BY AN AZERBAIJAN RESIDENT MAY BE SUBJECT TO CERTAIN RESTRICTIONS, LIMITATIONS AND REQUIREMENTS AS IMPOSED UNDER AZERBAIJAN LAW OR APPLICABLE UNDER ANY INTERNAL DOCUMENT OF THE INVESTOR, INCLUDING INTER ALIA LIMITATION OF THE INVESTMENT CAPACITY. AN AZERBAUAN RESIDENT MAKING AN INVESTMENT INTO THE PARTNERSHIP SHALL ENSURE, THAT ITS INVESTMENT INTO THE PARTNERSHIP WILL BE IN STRICT COMPLIANCE WITH ANY OF SUCH RESTRICTIONS, LIMITATIONS AND REQUIREMENTS AS ESTABLISHED UNDER AZERBAUAN LAW OR ANY APPLICABLE INTERNAL DOCUMENT. FOR BAHAMAS RESIDENTS ONLY: THIS MEMORANDUM IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN ADVERTISEMENT OR A PUBLIC OFFERING OR A SOLICITATION OF AN OFFER TO BUY THE INTERESTS DESCRIBED THEREIN IN THE BAHAMAS. NEITHER THE SECURITIES COMMISSION NOR ANY SIMILAR FR305378-MAXWELL Blackstone Real Estate Partners Europe V 129 CONFIDENTIAL UBSTERRAMAR00001976 EFTA00237607

Securities Law Legends AUTHORITY IN THE BAHAMAS HAS REVIEWED OR IN ANY WAY PASSED UPON THE MEMORANDUM OR THE MERITS OF THE INTERESTS DESCRIBED HEREIN, AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE. INTERESTS MAY NOT BE OFFERED OR SOLD, TRANSFERRED TO, REGISTERED IN FAVOR OF, BENEFICIALLY OWNED BY OR OTHERWISE DISPOSED OF IN ANY MANNER TO PERSONS (LEGAL OR NATURAL) DEEMED BY THE CENTRAL BANK OF THE BAHAMAS AS RESIDENT FOR EXCHANGE CONTROL PURPOSES, UNLESS SUCH PERSONS DEEMED AS RESIDENT OBTAIN THE PRIOR APPROVAL OF THE CENTRAL BANK OF THE BAHAMAS. THIS MEMORANDUM IS NOT, AND UNDER NO CIRCUMSTANCES IS IT TO BE CONSTRUED AS, AN ADVERTISEMENT TO OR A SOLICITATION OF AN OFFER TO BUY THE INTERESTS DESCRIBED THEREIN TO SUCH NON-RESIDENT PERSONS. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS MEMORANDUM, PLEASE CONSULT YOUR STOCKBROKER, BANK MANAGER, COUNSEL AND ATTORNEY, ACCOUNTANT OR OTHER PROFESSIONAL FINANCIAL ADVISOR. NO ASSURANCE CAN BE MADE THAT PROFITS WILL BE ACHIEVED OR THAT SUBSTANTIAL LOSSES WILL NOT BE INCURRED. THE PRICE OF EQUITY INTERESTS IN THE PARTNERSHIP (AND THE INCOME THEREFROM) IS SUBJECT TO MARKET FLUCTUATIONS AND MAY GO UP AS WELL AS DOWN. AN INVESTMENT IN THE PARTNERSHIP IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. FOR BAHRAINI RESIDENTS ONLY: IMPORTANT - IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS PROSPECTUS, YOU SHOULD SEEK INDEPENDENT PROFESSIONAL FINANCIAL ADVICE. REMEMBER THAT ALL INVESTMENTS CARRY VARYING LEVELS OF RISK AND THAT THE VALUE OF YOUR INVESTMENT MAY GO DOWN AS WELL AS UP. INVESTMENTS IN THIS COLLECTIVE INVESTMENT UNDERTAKING ARE NOT CONSIDERED DEPOSITS AND ARE THEREFORE NOT COVERED BY THE KINGDOM OF BAHRAIN'S DEPOSIT PROTECTION SCHEME. THE FACT THAT THIS COLLECTIVE INVESTMENT UNDERTAKING HAS BEEN AUTHORISED BY THE CENTRAL BANK OF BAHRAIN, DOES NOT MEAN THAT THE CBB TAKES RESPONSIBILITY FOR THE PERFORMANCE OF THESE INVESTMENTS, NOR FOR THE CORRECTNESS OF ANY STATEMENTS. FOR BERMUDA RESIDENTS ONLY: THE INTERESTS BEING OFFERED HEREBY ARE BEING OFFERED ON A PRIVATE BASIS TO INVESTORS WHO SATISFY THE CRITERIA OUTLINED IN THIS MEMORANDUM. THIS MEMORANDUM IS NOT SUBJECT TO, AND HAS NOT RECEIVED APPROVAL FROM EITHER THE BERMUDA MONETARY AUTHORITY OR THE REGISTRAR OF COMPANIES AND NO STATEMENT TO THE CONTRARY, EXPLICIT OR IMPLICIT. IS AUTHORIZED TO BE MADE IN THIS REGARD. FOR BRAZILIAN RESIDENTS ONLY: THE INTERESTS HAVE NOT BEEN AND WILL NOT BE ISSUED NOR PUBLICLY PLACED, DISTRIBUTED. OFFERED OR NEGOTIATED IN THE BRAZILIAN CAPITAL MARKETS AND, AS A RESULT, HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE BRAZILIAN SECURITIES COMMISSION - CVM. ANY PUBLIC OFFERING OR DISTRIBUTION, AS DEFINED UNDER BRAZILIAN LAWS AND REGULATIONS, OF THE INTERESTS IN BRAZIL IS NOT LEGAL WITHOUT PRIOR REGISTRATION UNDER LAW 6,385/76, AND CVM INSTRUCTION 400/03. DOCUMENTS RELATING TO THE OFFERING OF THE INTERESTS, AS WELL AS INFORMATION CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN BRAZIL (AS THE OFFERING OF THE INTERESTS IS NOT A PUBLIC OFFERING OF INTERESTS IN BRAZIL), NOR BE USED IN CONNECTION WITH ANY OFFER FOR SUBSCRIPTION OR SALE OF THE INTERESTS TO THE PUBLIC IN BRAZIL. THEREFORE, EACH OF THE PURCHASERS HAS REPRESENTED, WARRANTED AND AGREED THAT IT HAS NOT OFFERED OR SOLD, AND WILL NOT OFFER OR SELL, THE INTERESTS IN ER305378-MAXWELL 130 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001977 EFTA00237608

Securities Law Legends BRAZIL, EXCEPT IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE A PUBLIC OFFERING, PLACEMENT, DISTRIBUTION OR NEGOTIATION OF INTERESTS IN THE BRAZILIAN CAPITAL MARKETS REGULATED BY BRAZILIAN LEGISLATION. PERSONS WISHING TO OFFER OR ACQUIRE THE INTERESTS WITHIN BRAZIL SHOULD CONSULT WITH THEIR OWN COUNSEL AS TO THE APPLICABILITY OF REGISTRATION REQUIREMENTS OR ANY EXEMPTION THEREFROM. FOR BRUNEI RESIDENTS ONLY: THIS MEMORANDUM HAS NOT BEEN DELIVERED TO, LICENSED OR PERMITTED BY THE AUTORITI MONETARI BRUNEI DARUSSALAM, THE AUTHORITY AS DESIGNATED UNDER THE BRUNEI DARUSSALAM SECURITIES MARKETS ORDER, 2013; NOR HAS IT BEEN REGISTERED WITH THE REGISTRAR OF COMPANIES, REGISTRAR OF INTERNATIONAL BUSINESS COMPANIES OR THE BRUNEI DARUSSALAM MINISTRY OF FINANCE. THE PARTNERSHIP AND THE INTERESTS ARE NOT REGISTERED, LICENSED OR PERMITTED BY THE AUTORITI MONETARI BRUNEI DARUSSALAM OR BY ANY OTHER GOVERNMENT AGENCY OR UNDER ANY LAW IN BRUNEI DARUSSALAM. THIS MEMORANDUM IS FOR INFORMATION PURPOSES ONLY. IT DOES NOT CONSTITUTE AN OFFER TO BUY OR SELL OR A SOLICITATION OF AN OFFER TO BUY OR SELL THE INTERESTS IN BRUNEI DARUSSALAM. NO RECIPIENT OF THIS PUBLICATION MAY ISSUE, DISTRIBUTE, CIRCULATE, DISSEMINATE, OFFER OR SELL THIS PUBLICATION OR MAKE OR GIVE COPIES OF THIS PUBLICATION TO ANY PERSON IN BRUNEI DARUSSALAM. NO RECIPIENT OF THIS PUBLICATION MAY MAKE USE OF THE PUBLICATION OTHER THAN FOR ITS OWN GENERAL INFORMATION PURPOSES. ANY OFFERS, ACCEPTANCES, SUBSCRIPTION, SALES AND ALLOTMENTS OF THE INTERESTS SHALL BE MADE OUTSIDE BRUNEI DARUSSALAM. NOTHING IN THIS MEMORANDUM SHALL CONSTITUTE LEGAL, TAX, ACCOUNTING OR INVESTMENT ADVICE. THE RECIPIENT SHOULD INDEPENDENTLY EVALUATE ANY SPECIFIC INVESTMENT WITH CONSULTATION WITH PROFESSIONAL ADVISORS IN LAW, TAX, ACCOUNTING AND INVESTMENTS. FOR CANADIAN RESIDENTS ONLY: THIS MEMORANDUM CONSTITUTES AN OFFERING OF THESE SECURITIES ONLY IN THOSE JURISDICTIONS AND TO THOSE PERSONS WHERE AND TO WHOM THEY MAY BE LAWFULLY OFFERED FOR SALE, AND ONLY BY PERSONS PERMITTED TO SELL THESE SECURITIES. THIS MEMORANDUM IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN ADVERTISEMENT OR A PUBLIC OFFERING OF THESE SECURITIES IN CANADA. NO SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA HAS REVIEWED OR IN ANY WAY PASSED UPON THIS DOCUMENT OR THE MERITS OF THESE SECURITIES, AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE. THE PARTNERSHIP IS NOT PRESENTLY, NOR DOES IT INTEND TO BECOME, A "REPORTING ISSUER". AS SUCH TERM IS DEFINED UNDER APPLICABLE PROVINCIAL OR TERRITORIAL SECURITIES LEGISLATION, IN ANY PROVINCE OR TERRITORY OF CANADA IN WHICH THE INTERESTS WILL BE OFFERED AND THERE CURRENTLY IS NO PUBLIC MARKET FOR ANY OF THE INTERESTS IN CANADA, AND ONE MAY NEVER DEVELOP. FOR CAYMAN ISLANDS RESIDENTS ONLY: THIS IS NOT AN OFFER TO THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR INTERESTS, AND APPLICATIONS ORIGINATING FROM THE CAYMAN ISLANDS WILL ONLY BE ACCEPTED FROM CAYMAN ISLANDS EXEMPTED COMPANIES, TRUSTS REGISTERED AS EXEMPTED IN THE CAYMAN ISLANDS, CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIPS, OR COMPANIES INCORPORATED IN OTHER JURISDICTIONS AND REGISTERED AS FOREIGN CORPORATIONS IN THE CAYMAN ISLANDS OR LIMITED PARTNERSHIPS FORMED IN ER305378-MAXWELL Blackstone Real Estate Partners Europe V 13 1 CONFIDENTIAL UBSTERRAMAR00001978 EFTA00237609

Securities Law Legends OTHER JURISDICTIONS AND REGISTERED AS FOREIGN LIMITED PARTNERSHIPS IN THE CAYMAN ISLANDS. FOR CHILEAN RESIDENTS ONLY: THIS OFFER IS SUBJECT TO NORMA DE CARACTER GENERAL N° 336 ISSUED BY THE SUPERINTENDENCE OF SECURITIES AND INSURANCE OF CHILE (SVS) AND WILL COMMENCE IN JULY 2014. THIS OFFER IS ON INTERESTS NOT REGISTERED IN THE REGISTRY OF SECURITIES OR IN THE REGISTRY OF FOREIGN SECURITIES OF THE SVS, AND THEREFORE, IT IS NOT SUBJECT TO THE SVS OVERSIGHT. THE PARTNERSHIP IS UNDER NO OBLIGATION TO RELEASE INFORMATION ON THE INTERESTS IN CHILE. THESE INTERESTS CANNOT BE SUBJECT OF A PUBLIC OFFERING IF NOT PREVIOUSLY REGISTERED IN THE PERTINENT REGISTRY OF SECURITIES. ESTA OFERTA SE REAIJ.ZA CONFORME A LA NORMA DE CARACTER GENERAL N° 336 DE LA SUPERINTENDENCIA DE VALORES Y SEGUROS (SVS) Y COTHEIVZA EN JULIO 2014. ES7'A OFERTA VERSA SOBRE VALORES NO INSCRITOS EN EL REGISTRO DE VALORES O EN EL REGISTRO DE VALORES EXTRATIJEROS QUE LLEVA IA SVS Y EN CONSECUENCIA, ESTOS VALORES NO ESTAN SUJETOS A SU FISCALIZACION NO EXIS7*E DE PARTE DEL EVIISOR OBLIGACION DE EN7'REGAR EN CHILE INFORMACION PUBLICA RESPECTO DE ESTOS VALORES. ESTOS VALORES NO PODRAN SER OBJETO DE OFERTA PUBLICA MIENTRAS NO SEAN INSCRITOS EN EL REGISTRO DE VALORES CORRESPONDIENTE FOR CHINESE RESIDENTS ONLY: THIS MEMORANDUM DOES NOT CONSTITUTE A PUBLIC OFFERING OF SECURITIES, WHETHER BY WAY OF SALE OR SUBSCRIPTION, IN THE PEOPLE'S REPUBLIC OF CHINA (THE "PRC"). THIS MEMORANDUM OR ANY OTHER ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE INTERESTS SHALL NOT BE DISTRIBUTED IN THE PRC OR USED IN CONNECTION WITH ANY OFFER FOR SUBSCRIPTION OR SALE OF THE SECURITIES IN THE PRC, EXCEPT TO THE EXTENT CONSISTENT WITH APPLICABLE LAWS AND REGULATIONS OF THE PRC. THE OFFER OR SALE OF THE SECURITIES HAS NOT BEEN AND WILL NOT BE FILED WITH ANY SECURITIES OR OTHER REGULATORY AUTHORITIES OF THE PRC PURSUANT TO RELEVANT SECURITIES-RELATED OR OTHER LAWS AND REGULATIONS AND MAY NOT BE OFFERED OR SOLD WITHIN THE MAINLAND OF THE PRC THROUGH A PUBLIC OFFERING OR IN CIRCUMSTANCES WHICH REQUIRE AN EXAMINATION OR APPROVAL OF ANY SECURITIES OR OTHER REGULATORY AUTHORITIES IN THE PRC UNLESS OTHERWISE IN ACCORDANCE WITH THE LAWS AND REGULATIONS OF THE PRC. FOR COLOMBIAN RESIDENTS ONLY: THIS MEMORANDUM IS FOR THE SOLE AND EXCLUSIVE USE OF ME ADDRESSEE AS A DETERMINED R4DIVIDUALJENTITY, AND CANNOT BE UNDERSTOOD AS ADDRESSED OR BE USED BY ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO THIRD PARTIES FOR WHICH THE ADDRESSEE CAN LEGALLY OR CONTRACTUALLY REPRESENT, NOR ANY OF ITS SHAREHOLDERS, ADMINISTRATORS OR BY ANY OF THE EMPLOYEES OF THE ADDRESSEE. ANY MATERIAL TO BE DELIVERED IN COLOMBIA OR TO ANY PERSON LOCATED, DOMICILED OR ESTABLISHED IN COLOMBIA, SHALL BE FOR THE SOLE AND EXCLUSIVE USE OF THE RECIPIENT. THIS MEMORANDUM HAS NOT BEEN AND WILL NOT BE FILED WITH OR APPROVED BY THE COLOMBIAN FINANCIAL SUPERINTENDENCY OR ANY OTHER REGULATORY AUTHORITY IN COLOMBIA. ER305378-MAXWELL 132 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001979 EFTA00237610

Securities Law Legends THE ISSUANCE OF THE INTERESTS, ITS TRADING AND PAYMENT SHALL OCCUR OUTSIDE COLOMBIA; THEREFORE THE INTERESTS HAVE NOT BEEN AND WILL NOT BE REGISTERED BEFORE THE COLOMBIAN NATIONAL REGISTRY OF ISSUERS AND SECURITIES, NOR WITH THE COLOMBIAN STOCK EXCHANGE. THE DELIVERY OF THIS CONFIDENTIAL MEMORANDUM DOES NOT CONSTITUTE A PUBLIC OFFER OF SECURITIES UNDER THE LAWS OF COLOMBIA. THIS MEMORANDUM DOES NOT CONSTITUTE AND MAY NOT BE USED FOR, OR IN CONNECTION WITH, A PUBLIC OFFERING AS DEFINED UNDER COLOMBIAN LAW AND SHALL BE VALID IN COLOMBIA ONLY TO THE EXTENT PERMITTED BY COLOMBIAN LAW. UNDER COLOMBIAN REGULATIONS, ANY OFFERING ADDRESSED TO 100 OR MORE NAMED INDIVIDUALS OR COMPANIES SHALL BE DEEMED TO BE AN OFFERING TO THE PUBLIC REQUIRING THE PRIOR APPROVAL OF THE COLOMBIAN FINANCIAL SUPERINTENDENCY AND LISTING ON THE COLOMBIAN NATIONAL REGISTRY OF ISSUERS AND SECURITIES. THE INTERESTS MAY NOT BE SOLICITED, PUBLICLY OFFERED, TRANSFERRED, SOLD OR DELIVERED, WHETHER DIRECTLY OR INDIRECTLY, TO ANY INDIVIDUAL OR LEGAL ENTITY IN COLOMBIA. THE ADDRESSEE ACKNOWLEDGES THE COLOMBIAN LAWS AND REGULATIONS (INCLUDING BUT NOT LIMITED TO FOREIGN EXCHANGE AND TAX REGULATIONS) APPLICABLE TO ANY TRANSACTION OR INVESTMENT MADE IN CONNECTION WITH THIS AGREEMENT AND ACKNOWLEDGES AND REPRESENTS THAT IT IS THE SOLE RESPONSIBLE PARTY FOR FULL COMPLIANCE WITH ANY SUCH LAWS AND REGULATIONS. ADDITIONALLY, COLOMBIAN INVESTORS ARE SOLELY LIABLE FOR CONDUCTING AN INVESTMENT SUITABILITY ANALYSIS AS PER THEIR APPLICABLE INVESTMENT REGIME. FOR DOMINICAN REPUBLIC RESIDENTS ONLY: THE INTERESTS DISCUSSED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES MARKET LAW OF THE DOMINICAN REPUBLIC (LEY DE MERCADO DE VALORES DE LA REPUBLICA DOMINICANA, NO. 19-00 DEL 8 DE MAYO DE 2000), AS THE SAME MAY BE AMENDED OR SUPERSEDED, AND INCLUDING ANY REGULATIONS PROMULGATED THEREUNDER (THE "DR SECURITIES LAWS"). SUCH INTERESTS MAY ONLY BE OFFERED OR SOLD IN THE DOMINICAN REPUBLIC PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE DR SECURITIES LAW, AND THUS THE INTERESTS HAVE NOT BEEN OFFERED IN ANY PUBLIC MANNER IN THE DOMINICAN REPUBLIC. ACCORDINGLY, ANY PURCHASER OF THE INTERESTS UNDERSTANDS THAT THE SAME WILL NOT BE SUBJECT TO REGISTRATION BEFORE OR THE SUPERVISION OF THE DOMINICAN REPUBLIC SECURITIES SUPERINTENDENCE (SUPERINTENDENCIA DE SEGUROS DE LA REPUBLICA DOMINICANA) OR ANY OTHER AUTHORITY IN THE DOMINICAN REPUBLIC. FOR DUBAI INTERNATIONAL FINANCIAL CENTRE RESIDENTS ONLY: THIS MEMORANDUM RELATES TO A FUND WHICH IS NOT SUBJECT TO ANY FORM OF REGULATION OR APPROVAL BY THE DUBAI FINANCIAL SERVICES AUTHORITY (DFSA). THIS MEMORANDUM IS INTENDED FOR DISTRIBUTION ONLY TO PERSONS MEETING THE CRITERIA OF A "PROFESSIONAL CLIENT' IN ACCORDANCE WITH THE DFSA'S RULES AND MUST NOT, THEREFORE, BE DELIVERED TO, OR RELIED ON BY, ANY OTHER PERSON. THE DFSA HAS NO RESPONSIBILITY FOR REVIEWING OR VERIFYING ANY MEMORANDUM OR OTHER DOCUMENTS IN CONNECTION WITH THIS FUND. ACCORDINGLY, THE DFSA HAS NOT APPROVED THIS MEMORANDUM OR ANY OTHER ASSOCIATED DOCUMENTS NOR TAKEN ANY STEPS TO VERIFY THE INFORMATION SET OUT IN THIS MEMORANDUM, AND HAS NO RESPONSIBILITY FOR IT. THE INTERESTS TO ER305378-MAXWEL Blackstone Real Estate Partners Europe V 133 CONFIDENTIAL UBSTERRAMAR00001980 EFTA00237611

Securities Law Legends WHICH THIS MEMORANDUM RELATES MAY BE ILLIQUID AND/OR SUBJECT TO RESTRICTIONS ON THEIR RESALE. PROSPECTIVE PURCHASERS SHOULD CONDUCT THEIR OWN DUE DILIGENCE ON THE INTERESTS. IF YOU DO NOT UNDERSTAND THE CONTENTS OF THIS MEMORANDUM YOU SHOULD CONSULT AN AUTHORIZED FINANCIAL ADVISOR. FOR GUERNSEY RESIDENTS ONLY: THIS OFFERING MEMORANDUM MAY ONLY BE MADE AVAILABLE IN OR FROM WITHIN THE BAILIWICK OF GUERNSEY, AND ANY OFFER OR SALE OF INTERESTS MAY ONLY BE MADE IN OR FROM WITHIN THE BAILIWICK OF GUERNSEY, EITHER: (I) BY PERSONS LICENSED TO DO SO UNDER THE PROTECTION OF INVESTORS (BAILIWICK OF GUERNSEY) LAW, 1987 (AS AMENDED) (THE "POI LAW'); OR (II) TO PERSONS LICENSED UNDER THE POI LAW, THE INSURANCE BUSINESS (BAILIWICK OF GUERNSEY) LAW, 2002 (AS AMENDED), THE BANKING SUPERVISION (BAILIWICK OF GUERNSEY) LAW, 1994 (AS AMENDED) OR THE REGULATION OF FIDUCIARIES, ADMINISTRATION BUSINESS AND COMPANY DIRECTORS, ETC (BAILIWICK OF GUERNSEY) LAW, 2000 (AS AMENDED) PROVIDED THE PARTNERSHIP COMPLIES WITH THE APPLICABLE REQUIREMENTS OF THE PO1 LAW AND ALL APPLICABLE GUIDANCE NOTES ISSUED BY THE GUERNSEY FINANCIAL SERVICES COMMISSION. THIS OFFERING MEMORANDUM AND ANY OFFER OR SALE OF INTERESTS IN THE PARTNERSHIP PURSUANT TO THIS OFFERING MEMORANDUM ARE NOT AVAILABLE IN OR FROM WITHIN THE BAILIWICK OF GUERNSEY OTHER THAN IN ACCORDANCE WITH THE ABOVE PARAGRAPHS (1) AND (II) AND MUST NOT BE RELIED UPON BY ANY PERSON UNLESS RECEIVED OR MADE IN ACCORDANCE WITH SUCH PARAGRAPHS. FOR HONG KONG RESIDENTS ONLY: THE CONTENTS OF THIS MEMORANDUM HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN HONG KONG. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS MEMORANDUM, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE. THE PARTNERSHIP OR THE ISSUE OF THIS MEMORANDUM HAS NOT BEEN AUTHORIZED BY THE SECURITIES AND FUTURES COMMISSION IN HONG KONG PURSUANT TO THE SECURITIES AND FUTURES ORDINANCE (CAP. 571 OF THE LAWS OF HONG KONG) (THE "SFO'). THE INTERESTS HAVE NOT BEEN AND WILL NOT BE OFFERED OR SOLD IN HONG KONG BY MEANS OF ANY DOCUMENT, OTHER THAN (A) TO 'PROFESSIONAL INVESTORS" AS DEFINED IN THE SFO AND ANY RULES MADE UNDER THAT ORDINANCE; OR (B) IN OTHER CIRCUMSTANCES WHICH DO NOT RESULT IN THE DOCUMENT BEING A "PROSPECTUS" AS DEFINED IN THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE (CAP. 32 OF THE LAWS OF HONG KONG) OR WHICH DO NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THAT ORDINANCE. NO ADVERTISEMENT, INVITATION OR DOCUMENT RELATED TO THE INTERESTS HAS BEEN OR WILL BE ISSUED, IN HONG KONG OR ELSEWHERE, WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC OF HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG) OTHER THAN WITH RESPECT TO INTERESTS WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO "PROFESSIONAL INVESTORS" AS DEFINED IN THE SFO AND ANY RULES MADE UNDER THAT ORDINANCE. ER305378-MAXWELL 134 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001981 EFTA00237612

Securities Law Legends FOR ISRAELI RESIDENTS ONLY: THE INTERESTS DESCRIBED IN THIS MEMORANDUM HAVE NOT BEEN REGISTERED AND ARE NOT EXPECTED TO BE REGISTERED UNDER THE ISRAELI SECURITIES LAW 1968 (THE "ISRAELI SECURITIES LAW") OR UNDER THE ISRAELI JOINT INVESTMENT TRUST LAW 1994. ACCORDINGLY, THE INTERESTS DESCRIBED HEREIN WILL ONLY BE OFFERED AND SOLD IN ISRAEL PURSUANT TO APPLICABLE PRIVATE PLACEMENT EXEMPTIONS, TO EITHER (I) QUALIFIED INVESTORS DESCRIBED IN THE FIRST ADDENDUM TO THE ISRAELI SECURITIES LAW OR (II) 35 OR FEWER OFFEREES AS DETERMINED FOR PURPOSES OF THE ISRAELI SECURITIES LAW. NEITHER THE PARTNERSHIP NOR THE PARTNERSHIP'S INVESTMENT ADVISER IS A LICENSED INVESTMENT MARKETER OR ADVISOR UNDER THE LAW FOR THE REGULATION OF PROVISIONS OF INVESTMENT ADVICE, MARKETING INVESTMENTS AND PORTFOLIO MANAGEMENT 1995 (THE "ISRAELI INVESTMENT ADVISOR LAW"). ACCORDINGLY, THE INTERESTS DESCRIBED HEREIN WILL ONLY BE OFFERED AND SOLD IN ISRAEL TO PARTIES WHICH QUALIFY AS "ELIGIBLE CUSTOMERS" FOR PURPOSES OF THE ISRAELI INVESTMENT ADVISOR LAW. FOR JAPANESE RESIDENTS ONLY: REGISTRATION PURSUANT TO ARTICLE 4, PARAGRAPH I OF THE FINANCIAL INSTRUMENTS AND EXCHANGE ACT OF JAPAN, AS AMENDED (THE - FIEA") HAS NOT BEEN AND WILL NOT BE MADE WITH RESPECT TO THE SOLICITATION OF AN OFFER TO PURCHASE AN INTEREST ("INTEREST') OF THE PARTNERSHIP ON THE GROUND THAT THE SOLICITATION QUALIFIES AS A "SOLICITATION FOR A SMALL NUMBER OF INVESTORS" (AS DEFINED IN ARTICLE 23-13, PARAGRAPH 4 OF THE FIEA), AND THE INTERESTS ARE "SECURITIES" AS DEFINED IN ARTICLE 2, PARAGRAPH 2, ITEM 6 OF THE FIEA AND BEING OFFERED IN ACCORDANCE WITH ARTICLE 2, PARAGRAPH 3, ITEM 3 OF THE FIEA WHERE THE INTERESTS ARE TO BE ACQUIRED BY 499 OR FEWER INVESTORS. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THE GENERAL PARTNER HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FIEA AS "TYPE 2 FINANCIAL INSTRUMENT TRADER" (DAINISHU KINYUSHOHIN TORIHIKI GYO) NOR "INVESTMENT MANAGEMENT BUSINESS" (TOSHI UNTO GYO), AND NO TRANSFER OF INTERESTS SHALL BE PERMITTED IN ANY MANNER WHATSOEVER IF SUCH TRANSFER CAUSES THE GENERAL PARTNER TO BE REGISTERED AS `TYPE 2 FINANCIAL INSTRUMENT TRADER" (DAINISHU KINYUSHOHIN TORIHIKI GYO) AND/OR "INVESTMENT MANAGEMENT BUSINESS" (TOSHI UNTO GYO) UNDER THE FIEA. IN THE EVENT THAT THE GENERAL PARTNER CHOOSES TO RELY ON THE EXEMPTION FOR REGISTRATION REQUIREMENT FOR "TYPE 2 FINANCIAL INSTRUMENT TRADER" (DAINISHIIKINYUSHOHIN TORIHIKI GYO) AS PROVIDED FOR IN ARTICLE 63. PARAGRAPH I, ITEM I OF THE FIEA WITH RESPECT TO THE OFFERING AND SALE OF THE INTERESTS, THE INVESTOR ACKNOWLEDGES AND AGREES THAT: (I) NO INTERESTS SHALL BE SOLD TO OR HELD BY ANY RESIDENT IN JAPAN (INCLUDING THOSE WHO HAVE BEEN SOLICITED IN JAPAN TO SUBSCRIBE FOR THE INTERESTS) UNLESS AT LEAST ONE "QUALIFIED INSTITUTIONAL INVESTOR," AS DEFINED IN ARTICLE 2, PARAGRAPH 3, ITEM I OF THE FIEA AND ARTICLE 10 OF THE CABINET ORDER REGARDING DEFINITIONS UNDER ARTICLE 2 OF THE FIEA (THE "QII"), PURCHASES AND HOLDS AN INTEREST; (II) THE NUMBER OF THE INVESTORS WHO ARE NOT QII IN JAPAN (INCLUDING THOSE WHO HAVE BEEN SOLICITED IN JAPAN TO SUBSCRIBE FOR THE INTERESTS) THAT PURCHASE OR HOLD INTERESTS SHALL NOT EXCEED 49 DURING ANY GIVEN SIX MONTHS PERIOD (SUBJECT TO THE RULES OF INTEGRATION AS PROVIDED FOR UNDER THE FIEA); (III) NO INTEREST SHALL BE SOLD TO OR HELD BY ANY PERSON FALLING UNDER ARTICLE 63, ER305378-MAXWELL Blackstone Real Estate Partners Europe V 135 CONFIDENTIAL UBSTERRAMAR00001982 EFTA00237613

Securities Law Legends PARAGRAPH 1, ITEM 1, SUB-ITEMS (I) TO (III) OF THE FIEA (ANY SUCH PERSON BEING REFERRED TO AS AN "UNQUALIFIED INVESTOR"); (IV) IF THE INVESTOR IS A QII, IT AGREES NOT TO TRANSFER THE INTERESTS IF (A) THE TRANSFEREE IS NOT A QII OR (B) THE TRANSFEREE IS AN UNQUALIFIED INVESTOR; AND (V) IF THE INVESTOR IS NOT A QII, IT CAN TRANSFER THE INTERESTS ONLY IN A SINGLE BLOCK TRANSACTION TO A SINGLE TRANSFEREE WHO IS NOT AN UNQUALIFIED INVESTOR, AND ALL OF THE INVESTOR'S INTERESTS MUST BE TRANSFERRED TO THE TRANSFEREE IN SUCH TRANSACTION. FURTHERMORE, IN THE EVENT THAT THE GENERAL PARTNER CHOOSES TO RELY ON THE EXEMPTION FOR REGISTRATION REQUIREMENT FOR "INVESTMENT MANAGEMENT BUSINESS" (TOSHI UNYO GYO), NO INTERESTS SHALL BE SOLD IN JAPAN OR HELD BY JAPANESE INVESTORS, UNLESS EITHER (A): (I) ALL OF THE JAPANESE INVESTORS IN THE PARTNERSHIP WHO ARE "DIRECT INVESTORS" (AS DEFINED IN ARTICLE 16, PARAGRAPH I, ITEM 13 OF THE CABINET ORDER REGARDING DEFINITIONS UNDER ARTICLE 2 OF THE FIEA) ARE (X) QIIS OR (Y) THOSE WHO HAVE FILED THE NOTIFICATION FORM FOR SPECIAL BUSINESS ACTIVITIES FOR QUALIFIED INSTITUTIONAL INVESTORS IN RESPECT OF 'INVESTMENT MANAGEMENT BUSINESS" (AS DEFINED IN ARTICLE 63, PARAGRAPH 1, ITEM 2 OF THE FIEA) IN ACCORDANCE WITH ARTICLE 63, PARAGRAPH 2 OF THE FIEA (THE -ARTICLE 63 NOTIFICATION"); (II) ALL OF THE JAPANESE INVESTORS IN THE PARTNERSHIP WHO ARE "INDIRECT INVESTORS" (AS DEFINED IN ARTICLE 16, PARAGRAPH I, ITEM 13 OF THE CABINET ORDER REGARDING DEFINITIONS UNDER ARTICLE 2 OF THE FIEA), IF ANY, ARE QIIS; (III) THE NUMBER OF JAPANESE INVESTORS (INCLUDING "INDIRECT INVESTORS") IN THE PARTNERSHIP IS NOT MORE THAN 9; AND (IV) THE AGGREGATE AMOUNT OF INVESTMENT IN THE PARTNERSHIP MADE BY THE "DIRECT INVESTORS" IS NOT MORE THAN ONE-THIRD (1/3) OF THE AGGREGATE AMOUNT OF THE INVESTMENT MADE BY ALL INVESTORS IN THE PARTNERSHIP, OR (B): (I) AT LEAST ONE QII HOLDS, AT ANY GIVEN TIME, AN INTEREST; (II) THE NUMBER OF INVESTORS WHO ARE NOT QIIS ("NON-QII") IN JAPAN HOLDING THE INTERESTS, IF ANY, DOES NOT EXCEED 49 DURING ANY GIVEN SIX MONTHS PERIOD (SUBJECT TO THE AGGREGATION RULES PROVIDED FOR IN ARTICLE 17-12, PARAGRAPH 3, ITEM 2, SUB- ITEM (B) OF THE ENFORCEMENT ORDINANCE OF THE FIEA); (III) NO INTERESTS ARE SOLD TO OR HELD BY UNQUALIFIED INVESTORS; AND (IV) THE GENERAL PARTNER OF THE PARTNERSHIP HAS FILED THE ARTICLE 63 NOTIFICATION PRIOR TO THE COMMENCEMENT OF THE MANAGEMENT OF THE ASSETS OF THE PARTNERSHIP. FOR JERSEY RESIDENTS ONLY: INTERESTS IN THE PARTNERSHIP MAY NOT BE OFFERED IN JERSEY WITHOUT THE PRIOR CONSENT OF THE JERSEY FINANCIAL SERVICES COMMISSION (THE "COMMISSION"). PRIOR TO CIRCULATING IN JERSEY ANY OFFER IN RESPECT OF THE INTERESTS IN THE PARTNERSHIP, THE PARTNERSHIP WILL APPLY TO THE COMMISSION FOR CONSENT TO SUCH CIRCULATION PURSUANT TO ARTICLE 10(IXC) OF THE CONTROL OF BORROWING (JERSEY) ORDER 1958. THE COMMISSION IS PROTECTED BY THE CONTROL OF BORROWING (JERSEY) LAW 1947 AGAINST LIABILITY ARISING FROM THE DISCHARGE OF ITS FUNCTIONS UNDER THAT LAW. INTERESTS IN THE PARTNERSHIP ARE ONLY SUITABLE FOR SOPHISTICATED INVESTORS WHO HAVE THE REQUISITE KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS TO EVALUATE THE MERITS AND UNDERSTAND THE RISKS OF SUCH AN INVESTMENT. FOR JORDANIAN RESIDENTS ONLY: THE MEMORANDUM HAS NOT BEEN PRESENTED TO, OR APPROVED BY, THE JORDANIAN SECURITIES COMMISSION OR THE BOARD FOR REGULATING TRANSACTIONS IN FOREIGN EXCHANGES. SENDING THE MEMORANDUM, ER305378-MAXWELL 136 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001983 EFTA00237614

Securities Law Legends OR ESTABLISHING DIRECT CONTACT ABOUT IT WITH POTENTIAL INVESTORS IN JORDAN CANNOT BE MADE UNLESS AND UNTIL PROPER REGISTRATION, FILING AND LICENSES, OR EXEMPTIONS THEREFROM, REQUIRED UNDER THE JORDANIAN SECURITIES LAW AND THE LAW REGULATING TRADING IN FOREIGN EXCHANGES HAVE BEEN SECURED. FOR KOREAN RESIDENTS ONLY: THE PARTNERSHIP MAKES NO REPRESENTATION WITH RESPECT TO THE ELIGIBILITY OF ANY RECIPIENTS OF THIS MEMORANDUM TO ACQUIRE THE INTERESTS UNDER THE LAWS OF KOREA, INCLUDING, WITHOUT LIMITATION, THE FOREIGN EXCHANGE TRANSACTION LAW AND REGULATIONS THEREUNDER. THE INTERESTS HAVE NOT BEEN REGISTERED WITH THE FINANCIAL SERVICES COMMISSION OF KOREA (THE 1FSC") IN KOREA UNDER THE FINANCIAL INVESTMENT SERVICES AND CAPITAL MARKETS ACT OF KOREA, AND THE INTERESTS MAY NOT BE OFFERED, SOLD OR DELIVERED, OR OFFERED OR SOLD TO ANY PERSON FOR REOFFERING OR RESALE, DIRECTLY OR INDIRECTLY, IN KOREA OR TO ANY RESIDENT OF KOREA EXCEPT PURSUANT TO APPLICABLE LAWS AND REGULATIONS OF KOREA. FURTHERMORE, THE INTERESTS MAY NOT BE RESOLD TO KOREAN RESIDENTS UNLESS THE PURCHASER OF THE INTERESTS COMPLIES WITH ALL APPLICABLE REGULATORY REQUIREMENTS (INCLUDING, WITHOUT LIMITATION, GOVERNMENTAL APPROVAL REQUIREMENTS UNDER THE FOREIGN EXCHANGE TRANSACTION LAW AND ITS SUBORDINATE DECREES AND REGULATIONS) IN CONNECTION WITH THE PURCHASE OF THE INTERESTS. FOR KUWAIT RESIDENTS ONLY: THIS MEMORANDUM IS NOT FOR GENERAL CIRCULATION TO THE PUBLIC IN KUWAIT. THE INTERESTS HAVE NOT BEEN LICENSED FOR OFFERING IN KUWAIT BY THE KUWAIT CAPITAL MARKETS AUTHORITY OR ANY OTHER RELEVANT KUWAITI GOVERNMENT AGENCY. THE OFFERING OF THE INTERESTS IN KUWAIT ON THE BASIS OF A PRIVATE PLACEMENT OR PUBLIC OFFERING IS, THEREFORE. RESTRICTED IN ACCORDANCE WITH DECREE LAW NO. 31 OF 1990 AND THE IMPLEMENTING REGULATIONS THERETO (AS AMENDED) AND LAW NO. 7 OF 2010 AND THE BYLAWS THERETO (AS AMENDED). NO PRIVATE OR PUBLIC OFFERING OF THE INTERESTS IS BEING MADE IN KUWAIT, AND NO AGREEMENT RELATING TO THE SALE OF THE INTERESTS WILL BE CONCLUDED IN KUWAIT. NO MARKETING OR SOLICITATION OR INDUCEMENT ACTIVITIES ARE BEING USED TO OFFER OR MARKET THE INTERESTS IN KUWAIT. FOR LEBANON RESIDENTS ONLY: THIS MEMORANDUM IS NOT INTENDED, NOR SHOULD IT BE USED FOR SOLICITATION OF INVESTMENTS IN LEBANON BY ANY PERSON. NEITHER OF THE GENERAL PARTNER OR THE INVESTMENT ADVISOR CONDUCTS SALES OR MARKETING IN LEBANON, NOR DO THEY HAVE ANY AGENTS, OR ANY AUTHORISED SALES PERSONS THEREIN. NO INFORMATION APPEARING IN THIS MEMORANDUM SHALL BE DEEMED AS AN OFFER FOR SERVICES OR PRODUCTS, FROM THE GENERAL PARTNER OR THE INVESTMENT ADVISOR, THEIR BRANCHES OR SUBSIDIARIES, OR AS AN OFFER OR THE SOLICITATION FOR A PURCHASE OR SALE OFFER OF SECURITIES OR ANY OTHER INVESTMENT PRODUCT. EACH OF THE PARTNERSHIP, THE GENERAL PARTNER AND THE INVESTMENT ADVISOR DISCLAIMS ALL LIABILITIES REGARDING THE CONTENT OF THESE PAGES AND THE USE THAT COULD BE MADE BY ANYONE. ANY PERSON WILLING TO BE SUPPLIED WITH ONE OF THE SERVICES OR PRODUCTS PRESENTED HEREIN SHOULD CONTACT THE INVESTMENT ADVISOR OUTSIDE LEBANON IN ORDER TO OBTAIN INFORMATION ON THE AVAILABILITY OF THE SERVICE OR PRODUCT IN QUESTION, AS WELL AS THE CONTRACTUAL CONDITIONS AND PRICES APPLICABLE THERETO. ACCESS TO THE PRODUCTS AND SERVICES DESCRIBED HEREIN MAY BE SUBJECT TO RESTRICTIONS VIS-A-VIS CERTAIN PERSONS OR IN CERTAIN COUNTRIES. ER305378-MAXWELL Blackstone Real Estate Partners Europe V 137 CONFIDENTIAL UBSTERRAMAR00001984 EFTA00237615

Securities Law Legends NONE OF THE PRODUCTS OR SERVICES PRESENTED HEREIN SHALL BE SUPPLIED TO A PERSON IN THE EVENT THAT THE LAW OF HIS/HER COUNTRY OF ORIGIN, OR ANY OTHER COUNTRY CONCERNING HIM/HER, PROHIBITS IT. THE READER OF THIS MESSAGE SHOULD ENSURE THAT HE/SHE IS LEGALLY AUTHORIZED TO DO SO. ALTHOUGH THE GENERAL PARTNER MAKES ALL REASONABLE EFFORTS TO ENSURE IT RECEIVES INFORMATION FROM SOURCES IT DEEMS RELIABLE, IT DOES NOT CLAIM THAT ALL INFORMATION OR OPINIONS PRESENTED IN ARE TRUE, RELIABLE AND COMPLETE. THE INFORMATION AND OPINIONS INCLUDED IN THIS MEMORANDUM ARE SUPPLIED FOR INFORMATION PURPOSES AND ONLY FOR PERSONAL USE. THEY MAY BE MODIFIED WITHOUT PRIOR NOTICE. INFORMATION APPEARING IN THIS MEMORANDUM DOES NOT CONSTITUTE, IN ANY WAY, INVESTMENT ADVICE OR LEGAL, TAX OR OTHER ADVICE. IT MAY NOT EITHER BE CONSIDERED AS GROUNDS FOR AN INVESTMENT OR OTHER DECISION. ANY INVESTMENT DECISION MUST RELY ON RELEVANT, SPECIFIC AND PROFESSIONAL ADVICE. FOR MALAYSIAN RESIDENTS ONLY: PRIOR PERMISSION OF THE MALAYSIAN SECURITIES COMMISSION PURSUANT TO THE MALAYSIAN CAPITAL MARKETS AND SERVICES ACT 2007 HAS NOT AND WILL NOT BE OBTAINED FOR THE MAKING AVAILABLE, OFFERING FOR SUBSCRIPTION OR PURCHASE OR ISSUANCE OF AN INVITATION TO SUBSCRIBE FOR OR PURCHASE THE INTERESTS IN MALAYSIA. NEITHER THE MEMORANDUM NOR ANY DOCUMENT OR OTHER MATERIAL IN CONNECTION THEREWITH HAS BEEN REGISTERED AS A PROSPECTUS OR DEPOSITED WITH THE SECURITIES COMMISSION UNDER THE CAPITAL MARKETS AND SERVICES ACT 2007. ACCORDINGLY: (I) THE MEMORANDUM AND ANY DOCUMENT OR OTHER MATERIAL IN CONNECTION THEREWITH MAY NOT BE DISTRIBUTED, CIRCULATED OR MADE AVAILABLE DIRECTLY OR INDIRECTLY IN MALAYSIA AND THE OFFEROR SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER IN THE EVENT MS MEMORANDUM AND ANY DOCUMENT OR OTHER MATERIAL IN CONNECTION THEREWITH IS DISTRIBUTED OR MADE AVAILABLE IN MALAYSIA; AND (II) THE INTERESTS MAY NOT BE MADE AVAILABLE, OFFERED FOR SUBSCRIPTION OR PURCHASE DIRECTLY AND INDIRECTLY IN MALAYSIA, AND NO INVITATION TO SUBSCRIBE FOR OR PURCHASE OF THE INTERESTS MAY BE MADE DIRECTLY OR INDIRECTLY TO ANY PERSON IN MALAYSIA. IF YOU ARE IN DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR OR OTHER PROFESSIONAL ADVISOR IMMEDIATELY. IT IS YOUR SOLE RESPONSIBILITY TO SATISFY YOURSELF AS TO THE FULL OBSERVANCE OF THE LAWS OF MALAYSIA AND TO OBTAIN ALL RELEVANT GOVERNMENT AND REGULATORY APPROVALS INCLUDING BUT NOT LIMITED TO EXCHANGE CONTROL LAWS; (III) NOTHING IN THIS MEMORANDUM AND ANY DOCUMENT OR OTHER MATERIAL IN CONNECTION THEREWITH SHALL CONSTITUTE IN ANY MANNER WHATSOEVER A PROPOSAL TO MAKE AVAILABLE, OFFER FOR SUBSCRIPTION OR PURCHASE OR TO ISSUE AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES IN MALAYSIA OR A PROPOSAL TO IMPLEMENT ANY OF THE FOREGOING IN MALAYSIA; AND (►V) THE SECURITIES ARE BEING OFFERED TO YOU OUTSIDE MALAYSIA UNDER A VERY LIMITED AND EXCLUSIVE PRIVATE PLACEMENT. ER305378-MAXWELL 138 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001985 EFTA00237616

Securities Law Legends FOR MEXICAN RESIDENTS ONLY: THE INTERESTS HAVE NOT BEEN REGISTERED WITH THE NATIONAL REGISTER OF SECURITIES MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION AND MAY NOT BE PUBLICLY OFFERED IN MEXICO. THIS MEMORANDUM MAY NOT BE PUBLICLY DISTRIBUTED IN MEXICO. THE INTERESTS MAY BE OFFERED AS PRIVATE OFFERING IN TERMS OF ARTICLE 8 OF THE SECURITIES MARKET LAW. FOR NEW ZEALAND RESIDENTS ONLY: THIS MEMORANDUM DOES NOT CONSTITUTE AND SHOULD NOT BE CONSTRUED AS AN OFFER, INVITATION, PROPOSAL OR RECOMMENDATION TO APPLY FOR INTERESTS IN THE PARTNERSHIP BY PERSONS IN NEW ZEALAND WHO DO NOT MEET THE CRITERIA BELOW. APPLICATIONS OR ANY REQUESTS FOR INFORMATION FROM PERSONS IN NEW ZEALAND WHO DO NOT MEET THE CRITERIA BELOW WILL NOT BE ACCEPTED. THE OFFER OF INTERESTS IN THE PARTNERSHIP IS MADE ONLY TO PERSONS WHO ARE "WHOLESALE INVESTORS" FOR THE PURPOSES OF THE NEW ZEALAND FINANCIAL MARKETS CONDUCT ACT 2013 (THE "FMCA") AND WHO HAVE PROVIDED AN APPROPRIATE CERTIFICATE TO THE ISSUER (IF REQUIRED). THIS MEMORANDUM AND ANY SUPPLEMENT(S) ARE NOT A PRODUCT DISCLOSURE STATEMENT FOR THE PURPOSES OF THE FMCA. THIS OFFER DOES NOT CONSTITUTE A "REGULATED OFFER" TO RETAIL INVESTORS FOR THE PURPOSES OF THE FMCA. IN MAKING AN APPLICATION FOR INTEREST, EACH NEW ZEALAND INVESTOR WARRANTS AND CONFIRMS THAT THEY ARE A -WHOLESALE INVESTOR" FOR THE PURPOSES OF CLAUSE 3 OF SCHEDULE I OF THE FMCA, WHICH INCLUDES A PERSON WHO: IS IN AN "INVESTMENT BUSINESS"; MEETS THE `INVESTMENT ACTIVITY CRITERIA"; IS "LARGE"; IS A "GOVERNMENT AGENCY"; (AS THOSE TERMS ARE DEFINED IN THE FMCA) BY APPLYING FOR INTERESTS IN THE PARTNERSHIP, EACH NEW ZEALAND INVESTOR IS DEEMED TO AGREE THAT THEY ARE NOT ACQUIRING THE INTERESTS IN THE PARTNERSHIP WITH A VIEW TO OFFERING THEM TO RETAIL INVESTORS (AS THAT TERM IS DEFINED IN THE FMCA), AND THAT IF IN THE FUTURE THEY ELECT TO SELL ANY OF THE INTERESTS IN THE PARTNERSHIP, THEY WILL NOT DO SO IN ANY MANNER WHICH WILL, OR IS LIKELY TO, RESULT IN THE INTERESTS IN THE PARTNERSHIP BEING SUBJECT TO THE FMCA OR MAY RESULT IN BLACKSTONE REAL ESTATE ASSOCIATES •. OR ANY OF ITS DIRECTORS OR RELATED BODIES CORPORATE INCURRING ANY LIABILITY WHATSOEVER. FOR OMANI RESIDENTS ONLY: THE INTERESTS IN THE PARTNERSHIP, THIS MEMORANDUM OR ANY OFFERING MATERIAL RELATING TO THE INTERESTS IN THE PARTNERSHIP MAY NOT BE MARKETED OR DISTRIBUTED TO ANY PERSON IN OMAN OTHER THAN BY AN ENTITY LICENSED TO MARKET NON-OMANI SECURITIES BY THE ER305378-MAXWELL Blackstone Real Estate Partners Europe V 139 CONFIDENTIAL UBSTERRAMAR00001986 EFTA00237617

Securities Law Legends CAPITAL MARKET AUTHORITY AND THEN ONLY IN ACCORDANCE WITH ANY TERMS AND CONDITIONS OF SUCH LICENSE. FOR PANAMANIAN RESIDENTS ONLY: THESE INTERESTS HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE SUPERINTENDENCE OF SECURITIES MARKET OF THE REPUBLIC OF PANAMA (FORMER, NATIONAL SECURITIES COMMISSION) UNDER DECREE LAW N°I OF JULY 8, 1999 AND LAW 67 OF SEPTEMBER 1, 2011 AND/OR ITS REGULATIONS (THE "PANAMANIAN SECURITIES ACT') AND MAY NOT BE PUBLICLY OFFERED OR SOLD WITHIN PANAMA, EXCEPT IN CERTAIN LIMITED TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE PANAMANIAN SECURITIES ACT. THESE INTERESTS DO NOT BENEFIT FROM THE TAX INCENTIVES PROVIDED BY THE PANAMANIAN SECURITIES ACT AND ARE NOT SUBJECT TO REGULATION OR SUPERVISION BY THE SUPERINTENDENCE OF SECURITIES MARKET OF THE REPUBLIC OF PANAMA. FOR PERUVIAN RESIDENTS ONLY: THE INTERESTS WILL BE SOLD THROUGH A PRIVATE OFFERING IN PERU. THE OFFERING WILL NOT BE REGISTERED WITH THE PERUVIAN SECURITIES AND EXCHANGE COMMISSION (SUPERINTENDENCIA DEL MERCADO DE VALORES) AND WILL NOT QUALIFY AS A PUBLIC OFFERING PURSUANT TO PERUVIAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). FOR QATAR RESIDENTS ONLY: THIS OFFERING HAS NOT BEEN FILED WITH, REVIEWED OR APPROVED BY THE QATAR CENTRAL BANK, ANY OTHER RELEVANT QATAR GOVERNMENTAL BODY OR SECURITIES EXCHANGE. FOR SAUDI ARABIAN RESIDENTS ONLY: THIS MEMORANDUM MAY NOT BE DISTRIBUTED IN THE KINGDOM EXCEPT TO SUCH PERSONS AS ARE PERMITTED UNDER THE OFFERS OF SECURITIES REGULATIONS ISSUED BY THE CAPITAL MARKET AUTHORITY. THE CAPITAL MARKET AUTHORITY DOES NOT MAKE ANY REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF THIS MEMORANDUM, AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS ARISING FROM, OR INCURRED IN RELIANCE UPON. ANY PART OF THIS MEMORANDUM. PROSPECTIVE PURCHASERS OF THE INTERESTS OFFERED HEREBY SHOULD CONDUCT THEIR OWN DUE DILIGENCE ON THE ACCURACY OF THE INFORMATION RELATING TO THE INTERESTS. IF YOU DO NOT UNDERSTAND THE CONTENTS OF THIS MEMORANDUM YOU SHOULD CONSULT AN AUTHORISED FINANCIAL ADVISER. FOR SINGAPORE RESIDENTS ONLY: THE PARTNERSHIP IS NOT AUTHORISED UNDER SECTION 286 OF THE SECURITIES AND FUTURES ACT (CHAPTER 289 OF SINGAPORE) (THE "SFA") OR RECOGNISED UNDER SECTION 287 OF THE SFA BY THE MONETARY AUTHORITY OF SINGAPORE (THE "MAS") AND THE INTERESTS IN THE PARTNERSHIP ARE NOT ALLOWED TO BE OFFERED TO THE RETAIL PUBLIC. EACH OF THIS MEMORANDUM AND ANY OTHER DOCUMENT OR MATERIAL ISSUED IN CONNECTION WITH THE OFFER OR SALE OF THE INTERESTS IN THE PARTNERSHIP IS NOT A PROSPECTUS AS DEFINED IN THE SFA AND ACCORDINGLY, STATUTORY LIABILITY UNDER THE SFA IN RELATION TO THE CONTENT OF PROSPECTUSES DOES NOT APPLY. PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY WHETHER AN INVESTMENT IN THE PARTNERSHIP IS SUITABLE FOR YOU. ER305378-MAXWELL 140 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001987 EFTA00237618

Securities Law Legends AS THIS MEMORANDUM HAS NOT BEEN REGISTERED AS A PROSPECTUS WITH THE MAS, THIS MEMORANDUM AND ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF THE INTERESTS IN THE PARTNERSHIP MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY THE INTERESTS IN THE PARTNERSHIP BE OFFERED OR SOLD, OR BE MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO THE PUBLIC OR ANY MEMBER OF THE PUBLIC IN SINGAPORE OTHER THAN (I) TO AN INSTITUTIONAL INVESTOR PURSUANT TO SECTION 304 OF THE SFA, (II) TO A "RELEVANT PERSON" AS DEFINED IN SECTION 305(5) OF THE SFA, OR ANY PERSON PURSUANT TO SECTION 305(2) OF THE SFA, AND IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 305 OF THE SFA OR (III) IN ACCORDANCE WITH THE CONDITIONS OF ANY OTHER APPLICABLE PROVISIONS OF THE SFA, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. THE INTERESTS IN THE PARTNERSHIP SUBSCRIBED OR PURCHASED PURSUANT TO SECTIONS 304 OR 305 OF THE SFA MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH PROVISIONS OF SECTIONS 304A AND 305A OF THE SFA RESPECTIVELY. WHERE THE INTERESTS IN THE PARTNERSHIP ARE ACQUIRED UNDER SECTION 305 OF THE SFA BY A RELEVANT PERSON WHICH IS A CORPORATION (WHICH IS NOT AN ACCREDITED INVESTOR (AS DEFINED IN SECTION 4A OF THE SFA)) THE SOLE BUSINESS OF WHICH IS TO HOLD INVESTMENTS AND THE ENTIRE SHARE CAPITAL OF WHICH IS OWNED BY ONE OR MORE INDIVIDUALS, EACH OF WHOM IS AN ACCREDITED INVESTOR, THE SECURITIES (AS DEFINED IN SECTION 239(1) OF THE SFA) OF THAT CORPORATION SHALL NOT BE TRANSFERABLE FOR 6 MONTHS AFTER THAT CORPORATION HAS ACQUIRED THE INTERESTS IN THE PARTNERSHIP UNDER SECTION 305 EXCEPT: TO AN INSTITUTIONAL INVESTOR OR TO A RELEVANT PERSON AS DEFINED IN SECTION 305(5) OR ARISING FROM AN OFFER UNDER SECTION 275(1A) OF THE SFA; WHERE NO CONSIDERATION IS GIVEN FOR THE TRANSFER; OR WHERE THE TRANSFER IS BY OPERATION OF LAW. WHERE THE INTERESTS IN THE PARTNERSHIP ARE ACQUIRED UNDER SECTION 305 OF THE SFA BY A RELEVANT PERSON WHICH IS A TRUST (WHERE THE TRUSTEE IS NOT AN ACCREDITED INVESTOR) WHOSE SOLE PURPOSE IS TO HOLD INVESTMENTS AND EACH BENEFICIARY IS AN INDIVIDUAL WHO IS AN ACCREDITED INVESTOR, THE BENEFICIARIES' RIGHTS AND INTEREST IN THAT TRUST SHALL NOT BE TRANSFERABLE FOR 6 MONTHS AFTER THAT TRUST HAS ACQUIRED THE INTERESTS UNDER SECTION 305 EXCEPT: TO AN INSTITUTIONAL INVESTOR OR TO A RELEVANT PERSON AS DEFINED IN SECTION 305(5) OF THE SFA OR ARISING FROM AN OFFER THAT IS MADE ON TERMS THAT SUCH RIGHTS OR INTEREST ARE ACQUIRED AT A CONSIDERATION OF NOT LESS THAN S$200,000 (OR ITS EQUIVALENT IN A FOREIGN CURRENCY) (OR SUCH OTHER AMOUNT AS MAY BE PRESCRIBED UNDER THE SFA) FOR EACH TRANSACTION, WHETHER SUCH AMOUNT IS TO BE PAID FOR IN CASH OR BY EXCHANGE OF SECURITIES OR OTHER ASSETS; FR305378-MAXWELL Blackstone Real Estate Partners Europe V 141 CONFIDENTIAL UBSTERRAMAR00001988 EFTA00237619

Securities Law Legends WHERE NO CONSIDERATION IS GIVEN FOR THE TRANSFER; OR WHERE THE TRANSFER IS BY OPERATION OF LAW. BY ACCEPTING RECEIPT OF THIS MEMORANDUM AND ANY OTHER DOCUMENT OR MATERIAL ISSUED IN CONNECTION WITH THE OFFER OR SALE OF THE INTERESTS IN THE PARTNERSHIP, A PERSON IN SINGAPORE REPRESENTS AND WARRANTS THAT HE IS ENTITLED TO RECEIVE SUCH DOCUMENT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH ABOVE AND AGREES TO BE BOUND BY THE LIMITATIONS CONTAINED HEREIN. FOR SWISS RESIDENTS ONLY: THE PARTNERSHIP HAS NOT BEEN LICENSED FOR DISTRIBUTION TO NON-QUALIFIED INVESTORS WITH THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY ("FINMA") AS A FOREIGN COLLECTIVE INVESTMENT SCHEME PURSUANT TO ARTICLE 120 PARA 1 OF THE SWISS FEDERAL ACT ON COLLECTIVE INVESTMENT SCHEMES OF 23 JUNE 2006, AS AMENDED ("CISA"). ACCORDINGLY, PURSUANT TO ARTICLE 120 PARA. 4 CISA, THE INTERESTS MAY ONLY BE OFFERED AND THIS MEMORANDUM MAY ONLY BE DISTRIBUTED IN OR FROM SWITZERLAND BY WAY OF DISTRIBUTION TO QUALIFIED INVESTORS AS DEFINED IN THE CISA AND ITS IMPLEMENTING ORDINANCE ("QUALIFIED INVESTORS") IF THE PARTNERSHIP HAS ENTERED INTO WRITTEN AGREEMENTS WITH A REPRESENTATIVE (THE "REPRESENTATIVE") AND A PAYING AGENT (THE "PAYING AGENT') IN SWITZERLAND. THE REPRESENTATIVE AND PAYING AGENT OF THE PARTNERSHIP IS SOCIETE GENERALE, PARIS, ZURICH BRANCH, TALACKER 50, 8001 ZURICH. THE STATUTORY DOCUMENTS OF THE PARTNERSHIP SUCH AS THE MEMORANDUM, AND THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP ARE AVAILABLE ONLY TO QUALIFIED INVESTORS FREE OF CHARGE FROM THE REPRESENTATIVE. IN RESPECT OF THE INTERESTS DISTRIBUTED IN SWITZERLAND TO QUALIFIED INVESTORS, PLACE OF PERFORMANCE AND JURISDICTION IS AT THE REGISTERED OFFICE OF THE REPRESENTATIVE. INVESTORS IN THE INTERESTS OF THE PARTNERSHIP DO NOT BENEFIT FROM THE SPECIFIC INVESTOR PROTECTION PROVIDED BY CISA AND THE SUPERVISION BY THE FINMA IN CONNECTION WITH THE LICENSING FOR DISTRIBUTION. FOR TAIWANESE RESIDENTS ONLY: INTERESTS IN THE PARTNERSHIP CANNOT BE OFFERED, DISTRIBUTED, TRANSFERRED OR RESOLD IN TAIWAN WITHOUT PRIOR APPROVAL OR REGISTRATION FROM OR WITH THE ROC FINANCIAL SUPERVISORY COMMISSION PURSUANT TO THE APPLICABLE LAWS OR MEETING THE PRIVATE PLACEMENT EXEMPTION UNDER THE APPLICABLE LAWS. TRANSFER OF THE INTERESTS IN THE PARTNERSHIP IS ONLY LIMITED TO THE FOLLOWING SITUATIONS: (1) REDEMPTION OF THE INTERESTS BY FOREIGN FUND INSTITUTIONS; (2) TRANSFER TO ANOTHER QUALIFIED INSTITUTIONAL INVESTOR OR QUALIFIED NON-INSTITUTIONAL INVESTOR AS MENTIONED ABOVE; (3) WHERE THE TRANSFER OCCURS BY OPERATION OF LAWS; OR ER305378-MAXWELL 142 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001989 EFTA00237620

Securities Law Legends (4) WHERE OTHERWISE APPROVED BY THE ROC FINANCIAL SUPERVISORY COMMISSION. FOR THAILAND RESIDENTS ONLY: NO SOLICITATION FOR INVESTMENT IN THE INTERESTS CAN BE MADE IN THAILAND OR TO ANY RESIDENT OF THAILAND UNLESS (I) SUCH SOLICITATION IS CONDUCTED BY AN OFFSHORE SECURITIES COMPANY HOLDING SECURITIES LICENCES GRANTED BY AN OFFSHORE REGULATOR WHICH IS AN ORDINARY MEMBER OF THE INTERNATIONAL ORGANISATION OF SECURITIES COMMISSION (IOSCO); AND (II) SUCH SOLICITATION IS MADE TO: A. THE GOVERNMENT PENSION FUND; B. THE SOCIAL SECURITY FUND; C. INSURANCE COMPANIES; D. COMMERCIAL BANKS; E. BANKS ESTABLISHED UNDER SPECIFIC LAW; F. SECURITIES COMPANIES FOR MANAGEMENT OF THEIR OWN ASSETS; G. OTHER FINANCIAL INSTITUTIONS AS SPECIFIED BY THE OFFICE OF THE THAI SECURITIES AND EXCHANGE COMMISSION WITH APPROVAL FROM THE THAI SECURITIES AND EXCHANGE COMMISSION; AND H. SECURITIES COMPANIES FOR MANAGEMENT OF THE ASSETS OF THE ELIGIBLE INVESTORS IN (A) TO (G) ABOVE BY MEANS OF PRIVATE FUND MANAGEMENT, OR FOR MANAGEMENT OF MUTUAL FUNDS OR PROVIDENT FUNDS. (III) THE INVESTMENT BY EACH INVESTOR AS MENTIONED IN (II) ABOVE IS ALSO SUBJECT TO THE SPECIFIC GOVERNING LAW OF EACH ENTITY. AND OTHERWISE IN COMPLIANCE WITH APPLICABLE REGULATIONS OF THE THAI SECURITIES AND EXCHANGE COMMISSION. FOR TURKISH RESIDENTS ONLY: THE ISSUANCE IN TURKEY OF OWNERSHIP INTERESTS IN NON-TURKISH LIMITED PARTNERSHIPS IS SUBJECT TO THE AUTHORIZATION OF THE CAPITAL MARKETS BOARD. BELOW ARE THE GENERAL CONDITIONS APPLIED BY THE CAPITAL MARKETS BOARD FOR THE ISSUANCE OF FOREIGN SECURITIES BY PRIVATE PLACEMENT. THIS MEMORANDUM IS INTENDED SOLELY FOR QUALIFIED INVESTORS DEFINED UNDER TURKISH CAPITAL MARKET LEGISLATION OF THE REPUBLIC OF TURKEY PERMITTED TO ACQUIRE SECURITIES BY PRIVATE PLACEMENT UNDER TURKISH CAPITAL MARKETS LAW, AND THIS MEMORANDUM MAY NOT BE CONSIDERED EITHER AS A CIRCULAR OR AN OFFERING MEMORANDUM OR PROMOTION FOR SALES BY PRIVATE PLACEMENT. THE SALE OF THE INTERESTS BY PRIVATE PLACEMENT IS SUBJECT TO AN APPROVAL ER305378-MAXWELL Blackstone Real Estate Partners Europe V 143 CONFIDENTIAL UBSTERRAMAR00001990 EFTA00237621

Securities Law Legends REQUIREMENT BY THE CMB AND CAN BE MADE ONLY BY AN INTERMEDIARY INSTITUTION AUTHORIZED IN TURKEY. THE SALE OF THE INTERESTS TO ANY PERSON, DIRECTLY OR INDIRECTLY, IN TURKEY IS SUBJECT TO THE CAPITAL MARKETS LAW, THE TAX LAWS AND TO THE OTHER APPLICABLE LAWS AND REGULATIONS OF THE REPUBLIC OF TURKEY. FOR UNITED ARAB EMIRATES RESIDENTS ONLY (EXCLUDING THE DUBAI INTERNATIONAL FINANCIAL CENTRE ("DIFC"): THE INTERESTS OFFERED ARE NOT REGULATED UNDER THE LAWS OF THE UNITED ARAB EMIRATES (`UAE") RELATING TO FUNDS, INVESTMENTS OR OTHERWISE. NEITHER THE PARTNERSHIP NOR THIS MEMORANDUM IS APPROVED BY THE UAE CENTRAL BANK, THE SECURITIES AND COMMODITIES AUTHORITY ("SCA"), THE DUBAI FINANCIAL SERVICES AUTHORITY ("DFSA") OR ANY OTHER REGULATORY AUTHORITY IN THE UAE (INCLUDING THE DIFC). THIS MEMORANDUM IS STRICTLY PRIVATE AND CONFIDENTIAL AND IS BEING DISTRIBUTED SOLELY TO PERSONS MEETING THE EXEMPT ENTITY CRITERIA IN ACCORDANCE WITH THE BOARD DECISION NO. 13 OF 2013 CONCERNING THE AMENDMENT OF THE REGULATIONS AS TO MUTUAL FUNDS. THIS MEMORANDUM (A) DOES NOT CONSTITUTE A PUBLIC OFFER, OR AN ADVERTISEMENT OR SOLICITATION TO THE GENERAL PUBLIC, (B) IS INTENDED ONLY FOR THE ORIGINAL RECIPIENTS HEREOF TO WHOM THIS MEMORANDUM IS PERSONALLY PROVIDED AND MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE, AND (C) NO SALE OF SECURITIES, INTERESTS OR OTHER INVESTMENT PRODUCTS IN RELATION TO OR IN CONNECTION WITH ANY FUND IS INTENDED TO BE CONSUMMATED WITHIN THE UAE. THE INTERESTS REFERRED TO IN THIS MEMORANDUM ARE NOT OFFERED OR INTENDED TO BE SOLD DIRECTLY OR INDIRECTLY TO THE PUBLIC IN THE UAE. THE INFORMATION IS NOT DIRECTED AT AND SHOULD NOT BE READ BY PERSONS IN ANY OF THE FREE ZONES IN THE UAE (INCLUDING THE DIFC). FURTHER, THE INFORMATION CONTAINED IN THIS MEMORANDUM IS NOT INTENDED TO LEAD TO THE CONCLUSION OF ANY CONTRACT OF ANY NATURE WITHIN THE TERRITORY OF THE UAE. NOTHING CONTAINED IN THIS MEMORANDUM IS INTENDED TO CONSTITUTE INVESTMENT, LEGAL, TAX, ACCOUNTING OR OTHER PROFESSIONAL ADVICE IN, OR IN RESPECT OF, THE UAE. THIS MEMORANDUM IS CONFIDENTIAL AND FOR YOUR INFORMATION ONLY AND NOTHING IN THIS MEMORANDUM IS INTENDED TO ENDORSE OR RECOMMEND A PARTICULAR COURSE OF ACTION. YOU SHOULD CONSULT WITH AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE RENDERED ON THE BASIS OF YOUR SITUATION. ER305378-MAXWELL 144 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001991 EFTA00237622

Overview of Blackstone Real Estate Investments Appendix: Overview of Blackstone Real Estate Investments Pre-BREP Investment Record (S in thousands) Nate of Initial Ins me:tient Invnintent Itsception through lktober IS. PS*" Total Invested fapitar. Realized Proend. Unrealized ‘'aloe Total Realized/ Unrealized Value 'Total Realized/ Unrealized Gain Gross .annual Rate of Return'/' Imemment. - Realized Novemben 1991 Savers Savings $12,150 $30,583 $ - $30,583 $18,433 66.r. April 1992 Savers Southeast 1.000 2,164 2.164 1,164 37.0% December 1992 Wcatridge Coun 3.750 11.536 11.536 7.786 31.7% June 1993 Davidson /kids 14,314 75,546 75,546 61,232 57.4% Mamba 1993 Edward J. DeBartolo Corp."' 109.500 225.361 225.361 115.861 35.0% Total 5140.714 5345490 S - $345,190 5204.476 42.7% Note: It performance is rot nect.vvaily indicative of future risvIts. Plimse refer to endnotes and further invitinatt ddails are available upon request. FR305378-MAX WE LL Blackstone Real Estate Partners Europe V 145 CONFIDENTIAL UBSTERRAMAR00001992 EFTA00237623

Overview of Blackstone Real Estate Investments BREP I Investment Record (S in thousands) Date *MRS Investment Investment Inception nirouth amity?* 2003n Total Invested ('apitate" Realized Proceeds I 'art-Ai/tit c.itat MA Walked/ I 'threat, ed calm. Taal Realized/ Ibre...Weil Gain Gross Annual Rate of Reran(' Investments — Realized March 1994 Houston %bairn $4.347 $10.168 S - 510.168 35.821 64.2% March 1994 Colorado Springs Marriott 2.591 14.088 14.088 11.497 186.4% September 1994 Lisle Radii:ion : Office Building 5,937 18,134 18,134 12,197 101.0% December 1994 Iknva Hilton 5,040 11,432 11,432 6.392 78.9% January 1995 K-Mart Portfolio 7.575 11.998 11.998 4.423 25.0% February 1995 Atlanta Shaaton 6226 15.307 15,307 9.081 106.8% February 1995 Trumbull Nlarriott Debt 6.894 21.997 21.997 15.103 38.8% February 1995 SF limit Burlingame 21.310 152.234 • 152.234 130.924 86.7t: February 1995 Great Bridge Sluicing Center 1,062 4.380 - 4.380 3.318 38.2% February 1995 Cadillac Fainiew' 65,513 138,971 138,971 73,458 17.4% March 1995 Philadelphia Monism 7,460 16,965 16,965 9,505 110.2% June 1995 Huntington Hilton Debt 6.495 8.116 8.116 1,621 23.6% rktober 1995 Century City Participatitms 14.032 24.826 24.826 10.794 53.3% October 1995 Fort Magruder Inn . Interstate Stove 4.529 12.467 12.467 7.938 46.2% November 1995 225 North Michigan Avenue 23,985 93.994 . 93.994 70.009 72.5% December 1995 Colonial Square Shopping Center 2.026 5.034 - 5.034 3.008 21.8% December 1995 CIGNA I k4el Portfolio 34,998 42.874 - 42.874 7,876 45.4% December 1995 Preston Center Land 4.590 10,109 10,109 5.519 14.8% December 1995 SioneCrest Of Caviar 5.829 21,013 21,013 15,184 60.2% Nlay 1996 IBIS Golf and County Club 17.896 20.950 20.950 3.054 2.4% June 1996 Interstate Option 23.533 67.293 67.293 43.760 71.0% June 1996 400 R Street 9.600 22.127 22.127 12.527 65.2% June 1996 Two Logan Square 24,700 35,837 - 55,837 31,137 42.0% Austen 1996 limn Regency Cambridge 21,000 71.959 71.959 50.959 41.4% August 1996 One IBM Plaza 30.000 144,345 144,345 114.345 61.0% October 1996 Worldvvide Plena"' 110.000 311,090 311.090 201.090 79.0% Total $467,168 $1.327.708 S • 51.327.708 S860-440 51-3% Note: It performance is rot nrraarrily indicative of future ritills. refer to endnotes and further invtinatt ddails are available upon request. FR305378-MAX WEL 146 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001993 EFTA00237624

Overview of Blackstone Real Estate Investments BREP II Investment Record (S in thousands) Date of Initial Ins eslinslit I ns es miens Inception oltroteth I/camber 14. Damn Total iiltanprtaitt illiztzed ds I b;sialtm. lized Total Realised r Vlirtallitil Value Taal Realized/ Unrealized l /Ain I ( [AM) Grow Annual Rae of Return" '' Investments — Realized November 1996 2800 Eisenhower Avenue $4,485 $8,098 $ • *098 $3,613 46.2% November 1996 Hyatt Regency Raton 20.193 68.067 68.067 47,874 41.8% November 19% bury Portfolio 10,299 15,418 15,418 5,119 47.4% December 1996 GSSW Portfolio 11.625 33331 33331 21.706 33.6% January 1997 Four Seasons Philadelphia 22,944 64,397 64,397 41.453 40.1% January 1997 One Logan Square 6352 19.225 19225 12.873 77.8.0 February 1997 Grand I ball Atlanta 26,374 49,477 49.477 22.903 17.4% Match 1997 Texas Instruments Campus 14,609 34.581 34,581 19,972 78.8% Maroh 1997 Four Seasons Atlanta 19.180 15.501 15.501 (3.6W) (5.2°0 March 1997 Wilshire Courtyard 33,800 71,557 71,557 37,757 37.5% May 1997 Balfour Portfolio 24.277 51.521 51.521 27.244 15.6% July 1997 Riverfront Office Part 24,701 108,843 108,843 84,142 66.8% July 1997 Daman= Office Tosser 57,717 139,302 139,302 81,585 54.6% July 1997 Swissotcl Pcdfolio 107.992 274.412 274,412 166.420 34.1e0 Si:planter 1997 Houmm Waighale land 6,580 9,479 9,479 2,899 40.6% October 1997 Four Seasons Beverly Hilb 7.411 10314 10314 2.903 31.0% October 1997 Mann Energy Tower 13.459 275 275 (13.184) (6$.2*.) Nem:alba 1997 China Basin Landing 25.4% 119.348 119348 93,852 69.3% November 1997 Anmdel Great Court 20.225 41,420 41,420 21.195 28.7co December 1997 National City Center 20.768 40375 40375 19,607 88.1°0 January 19% Prime Group Realty Trust 46363 68.311 68.311 21.948 16.4°0 Ramsey 1998 Ritz Carkon Amelia bland 38.661 60.544 60,544 21,883 16.9% Fribmary 1998 The Investment Building 28347 61.418 61.418 33.071 27.5°0 March 1998 Puke Horne Coqsoration 31,747 38.960 38,960 7,211 23.3% Mardi 1998 Ritz Carlton Boston 25373 60231 60.231 34.858 449°0 March 1998 Sanwa Bank Loan 6,139 6,223 6,223 84 1.4% April 1998 Alex Brown Building 19.609 26,649 26.649 MHO 106.8°0 April 1998 Housiontonato Land 8,972 7.179 7,179 (1,793) (2.7%) May 1998 Baklmn Ranch 13.217 22.861 22.861 9.644 42.5% June 1998 The Savoy Gnaw." 169,744 308,698 308,698 138,954 11.0% June 1998 City Center Land 16324 18.500 18.500 2.176 2.6% July 1998 Cross Point 26,606 56,205 56,205 29,599 12.7% July 1998 Pabbuty Holskngs 15251 16.017 16.017 766 0.6% August 1998 Watergate I kite! 19,001 9,952 9,952 (9,050) (11.7%) August 1998 South Coast Metro Center 26259 35242 35.242 8.983 16.5% Scptanber 1998 Miley Compans Wsrehoure 9.005 30,184 30,184 21,179 23.8% No' umber1998 Aon Suburban Campus 15.619 31.120 31.120 15.501 28.7°0 December 1998 Aon Center (formerly Amoco) 91.377 134,467 134,467 43,090 8.6% Village Center at Dulles 11398 27.820 27.820 16.422 28.4% Mmth 1999 1225 Connecticut Ascntre 15.659 23.100 23,100 7,441 no. March 1999 April 1999 Mid-America Alalment Pali-olio 10,500 24.935 24.935 14,435 25.9% April1999 125& 150 CambndgePart 24.2-a 43,215 43.215 18,992 25.6% April1999 Rincon Canter 36.764 140.391 140391 103,627 23.6°0 June 1999 Rockwall I & II 11,550 21,887 21,887 10,337 426% July 1999 Louis Joliet Mall 13200 65375 65375 52,175 48.2°0 Messrs Pate Warehouse 2.910 4,624 4,624 1,714 27.2% August 1999 La Ic Pare Warehouse 3.114 4.123 4.123 1.009 26.9°0 August 1999 June 2000 Commie 3258 8.442 8.442 5.184 216.1% Total $1218,877 52.551.614 S - 52.531.614 $1.312738 25.6% Note: It performance is not nect.varily indicative of future visas. Plisse tufa to endnotes and further investment ddails are available upon request. F R 305378-MAX WE 1_1_ Blackstone Real Estate Partners Europe V 147 CONFIDENTIAL UBSTERRAMAR00001994 EFTA00237625

Overview of Blackstone Real Estate Investments BREP III Investment Record (S in thousands) Date of Initial Investment Investment Inception through September 30.2015"" Total Invested Caplan-) Realized Proceeds Ilirealized Value Total Realized / I 'oreallted Value Total Realized / I 'nreallted Gain / (I on) Greta Annual Rate of Return''' Invemnsents — Realised September 1999 Southfield Town Calla 590.160 578.580 S $73.580 S(11.580) (4.2%) October 1999 Bethesda Nktro Center 35,377 66,704 66,704 31,327 19.7% October 1999 Berkshire Really Holdings 126.683 198.695 198.695 72.012 143% M.D. Hodges 83,379 209,400 209,400 126921 25.5% November 1999 December 1999 CGHS Hotel Portfolio 43.045 64.600 64.600 21.335 9.2% January 2000 350 &moms Street 8,008 2.524 2,524 (3,484) (19.8%) April 2000 Axe Pleyel Office Development 2.130 14.300 14.300 12170 214.8% April2000 120 Broadway 32325 63,450 63450 30925 194% April2000 33 New Moragranery 15,604 27.005 27.005 11.401 11.0% April2000 Westin bl. Francis 59.558 247.566 • 247,566 188.008 31.2% May 2000 1525 Wilson Blvd. 15,374 28.303 28,303 12,929 263% June 2000 Central al San Tomas 35.236 28.418 • 28.418 (6.818) 00.2%1 June 2000 Timmer Exchange 39,981 61,785 • 61,785 21,804 8.1% June 2000 IBM Technology Campus 21.693 53245 53245 31.552 213% July 2000 Maison Naive Warehouse 13,150 32.222 • 32,222 19.072 26.1% July 2000 535 Mission Land 21.350 20940 20,940 (410) (0.6%) July 2000 Lodgian Nolen 23.902 17.600 • 17.600 (6.302) (5.3%) September 2000 Seven World Trade Clatter 88,405 189.500 189,500 101.095 26.1% September 2000 One Boston Place 18.880 30.650 30.650 11.770 26.8% Desembra 2000 Project 702 & 703 16,625 2.161 2,161 (14,464) (65.7%) Month 2001 Ilyall Regency Maui 51.967 140.105 140.105 88.138 51.5% April 2001 Resolution Portfolio 37,084 7,000 7,000 (30,084) (14.5%) April 2001 Barbminiers OlTax l)evelopment 6.775 22.183 22.183 15.408 38.0% July 2001 Tramblaie Warehouse 2,931 3,723 3,723 792 68.7% August 2001 Vintners' Place 16.646 15.824 15.824 (822) (1.7%) September 2001 Parcolog Warehouse 9.739 18,115 18,113 8,356 253% November 2001 Homestead Studio Suites 119.099 729.859 729.859 610.759 68.9% March 2002 609 Fifth Avenue 23.357 44,957 • 44,957 21,600 74.7% March 2002 Hatfield 2,841 4.460 4.460 1420 25.2% May 2002 Homestead Note Acquisition 37.917 48)83 • 48.383 10,466 20.1% May 2002 Triangk Retail Center 11.089 17,072 17,072 5.983 21.1% June 2002 Prime Office Portfolio 22,549 26.973 • 26973 4.424 9.1% June 2002 Capital Senior Living 11.644 25,161 25,161 13.517 33.8% July 2002 I knellImputed 19.269 15.205 15.205 (4464) (7.4%) August2002 Lumicie 40,094 146,802 146,802 106.709 56.1% August2002 Colonic Center 9.000 25.361 25.361 16361 673% September 2002 Park Place 42,760 103,785 103,785 61,025 95.2% October 2002 Woking Industrial 5,951 7.355 7,355 1,404 5.9% October 2002 Southridgc Mall 16.698 82.806 82.806 66.108 154.6% January 2003 Concordia Pete/tier 75,772 192,169 192,169 116.397 684% January 2003 Nikko DusseldatCompler 8.725 30.639 30.639 21.914 43.4% April 2003 Skanska Office Poitfolio 17,515 36,105 36,105 18,590 46.2% June2003 Cottonwood Village 3.614 8.578 8.578 4.964 55.1% June2003 MainStay Suites 20,336 105,263 103,263 84.926 159.5% June 2003 hen Mountain 2999 15.781 15.781 12.782 90.7% December 2003 Mani's' \Inrush 5,843 14,161 14,161 8.318 63.7% July 2004 Les Porto dc Beaune 2.123 3.033 3.033 910 23.2% Total 51 ,415.422 $3428.504 S - 83.321004 $1.913.052 273% Note: It performance is not nect.varily indicative of future nstlis. PLcaw, refer to endnotes and further inve ntatt ddails are available upon request. FR305378-MAXWEL.L. 148 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001995 EFTA00237626

Overview of Blackstone Real Estate Investments BREP International Investment Record (E" Thousands) Date of Initial I madmen. I nveztitteeit Inception through September 30. 2015 Taal harmed Capital''' Realized Proceed. Unrealized aloe Total Realized / 1 'nreallinl Value Total Realized / Unrealized Gain /fl.oza Cross Annual Rate of Return'/" Immanent,' - Realized / I'artialh Realized C57,277 €9,705 • €9,705 1(47,571) (19.31,a) April 2001 Resolution Portfolio April 2001 Rarbanniew (*Two Ikvelopment 11,607 28,651 28451 17,043 26.9% August 2001 Vintners' Place 27.417 23.482 • 23.482 (3936) (5.1%) September 2001 Panrolts Wandtouse 14134 23,423 23,423 7,288 14.7% March 2002 ILafrcld 4.892 6.974 • 6.974 2.083 19.5% May 2002 Triangle Retail Center 18,260 24,992 24,992 6,732 15.1% July 2002 Hemel limpets:ad 23.414 16.722 16.722 (6.692) (9.2..) August 2002 Lumina 61,230 198,219 198,219 136,989 49.2% tktober 2002 Woking ballot:Yid 8465 9.161 • 9,167 501 1.5% January 2003 Nikko nutscld.xf Complex 12.481 37.725 37.725 25244 36.9% April 2003 Skantka I )ITwc Ponf060 24,349 46,731 • 46.731 22382 39.0°. June 2003 Iron Mountain 3.864 19382 19.382 15,519 86.8°. September 2003 Marriott Gmsvenor 23.807 60.384 60.384 36.577 66.4°. Nor:unbar 2003 Spirit Amber 34.378 60.840 60.840 26,462 42.4°. Dosamber 2003 Marriott Xlunich 7.173 17.847 17.847 10.673 66.2°. 1>xmnber 2003 Dmatilie Rat Postfolio''" 76,648 116,289 2,434 118,723 42,075 39..r. July 2004 las Pones de Beaune 2.613 4.067 4.067 1.454 27.0°. December 2044 <lermon Residential WCX1Poolfolicial. 72,606 200,111 1,800 201,911 129,305 44.2°. Mammy 2005 Ni IP Southern Cross<15' 90.758 239.544 239.544 148.787 148.2% May 2005 Skrituka 11 14,315 33,334 33,334 19,019 125.6% May 2005 Ilmtubeat Office 7.421 1&614 18414 11.194 65.6% %weather 2005 Ashbounteum 11.709 45,4% 45,493 33,784 322.3% November 2005 KN200 14.819 63.904 -- 63.904 49.084 26.4% December 2005 Grosvenor Crescent 11,917 40,015 -- 40,015 28,099 147.0% April 2006 KMINCr> 19.943 13.125 1.515 14.640 (5304) (4.6%) Total 4657499 €1.358.741 (5.749 If 1.364,490 4706,791 32.6% Note: It performance is not nec~rily indicative of future nsults. Pleme refer to endnott; and fwlhts invistintmt details are available upon request F R 305378-MAX WE LI_ Blackstone Real Estate Partners Europe V 149 CONFIDENTIAL UBSTERRAMAR00001996 EFTA00237627

Overview of Blackstone Real Estate Investments BREP IV Investment Record (S in thousands) Date of Initial Investment Inception tbrouali Scptemlwr 30. 2015 Imr.mtmt Total Ito toed .t 'Anibal Realised Proceeds Value' Total kralited, I 'girt:Ili/ea "hie total real it ed " 606(I n66) Cross Annul Rate o! Denier 'manumits - 14ealized/Partiallv Realited August 2003 September 2003 November 2003 1717 :VA Stmce'is r% Irini ol I (innvenor Lark spur Ilospitality Loan 561.957 9,517 8.550 550.019 25,053 12.408 580.898 - 812-0.918 25,053 12408 568.961 15,537 3.858 8.4% 70.9% November 200? Spirit Amber.'" 13.323 25.067 - 206 11.744 4238,9, 14: December 2003 Charter OA 53.759 126,098 - 1265:0087 72.338 70.6% December2003 Deutsdie Bank Patfoliolm 62.997 97.413 2.001 99.414 36.416 40.4% February 2004 Ilyatt Regency Washington 36.296 144.306 - 144.306 101.010 152.4% MayOetober 2004 F-xtendal Stay AmericaVelleiley Suiteeln 316,932 1.130,236 - 1,130.236 813,304 119.5% July 2004 Ilawaii Marticatsgb 135.514 196.455 4.250 200.705 65.191 4.5% August 2004 BC Retail''" 15.747 652 8.343 8.995 (6.752) (6.5%) October 2004 Prime Ilospitality 158,547 360,258 34,634 394.891 236,344 1,000+% December 2004 Ovum Residential - %'CM Portfoli&I) 64.344 171.788 3.355 1.595 173.384 109.040 44.3% January 2005 Rockwall .. White Flint Crossing 15,941 - 18.1% 33,855 17,914 January 2005 Dorninion TOWCT 12,80 5,061 - 5,061 (7,802) (11.6%) Febniay 2005 MIP .' Southern Cesar 80.091 202,597 202.597 2) 1320% Nbab 2005 Tones and Country 164.489 - - 441419 (100.0%) April 2005 May 2005 1500 Donn Nlilb ExterwJed Stay America - %CM Sukatn 5,394 14,128 474,6%2°5 - 8,900 47,625 3,506 33,497 68.1% 1,000+% May 2005 blay 2005 Skamtka II liatubon OW'« 5.759 2986 12.542 8.274 12.542 8.274 6.782 129.2% 76.9% Juno 2005 June 2005 July 2005 Downing Weil Toronto Office Portfolio Roca Raton ..' T-Ras Capone* Cotter University Gaeway 18.388 48.407 22.000 38.544 25.727 - - - 38.544 14.1% - 2952'22102 20.156 588 (48.407) 355...47721027 (100.0%) 2.7% August 2005 Tyco Industrial 3.800 9.210 - 106.7% October 2005 October 2005 MA 1st AddilieguilIn C.munium Office Portfolio 6.872 16,755 12.644 64,791 64,791 12644 48,036 55.1% 29.1% November 2005 Ashbournew) 9.189 34.882 - 34.882 25.693 3005% November 2005 December 2005 KX200 Caromenor Cmssient 5.972 4,802 27,171 1627.31Z 17,927 - - 27,171 1727 21.199 13,124 January 2006 La QUilltlifTh 87.973 193.669 86.156 279.826 191.853 17.5% January 2006 La Quint.- Baymont 5.935 12.0110 - 12.000 1.00004 February 2006 Canadian ()Moe Portfolio Additional 21.279 63.202 - 63.202 461.91 235 23.7% Mash 2006 ESA 2nd Acklitionalc.) 6,995 12,871 - 12.871 5.876 69.9% .April 2006 June 2006 KIXIIse ESA 3nlAdditionafr ' 74,464 163 5.647 13.110 673 6320 13,180 :05441 1(64 ::.20:::) Total- Realized / Parasite Realize 1.513,528 3490.073 2184017 3.408.160 27) Let Immanent, - Unrealized December 20D4 Roca %soften' 360,804 121,439 560915 688,354 322549 7.4% March 200$ The I oiks, NYC (kihsa)ob 122,211 49,086 225953 275,039 132,828 9.4% August 2005 W)nilltain International Inc."" 740.675 286.841 1.805 288.645 (452.030) (48.6%) Total- Unrealbed 1,223.690 457,366 694,672 1,252.038 28,347 0.3% Total 5273'319 83.647.439 81.012.'59 54,660.198 81.922.979 23.06/e Note: It performance is not nect.vvaily indicative of future risvIts. Plimse refer to endnotes and further inve rnatt ddails are available upon request. FP305378-MAXWELI. 150 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001997 EFTA00237628

Overview of Blackstone Real Estate Investments BREP V Investment Record (S b2 thousands) Date of Initial Investment Inception through September 30. 2015 Investment Total Imaged Capital' Realized Paced. Unrealized Total Realized/ Unrealized Value Total Realized/ Unrealized iiissinAlass) Grins Annual Rate of Ketone' Investments- RealizediPartialls Realised January 2006 La Quints Katmai $21,740 $48,000 $ - $48,000 $24,260 1.000••• January 2006 La Quinlan" 351,773 774,185 344,626 1,119,111 767.338 17.5% February 2006 La Quints 1st A.klitioner" 11.198 23.367 13.115 36.482 25,284 14.0% Slay 2006 Center Paras (1I.K.) 80,212 249,229 - 249,229 169,017 21.5% May 2006 Cased Esplanade 7.851 10.218 - 10.218 2.367 3.8% June 2006 DS Fund. Hotels 5,534 17,692 - 17,692 12,158 17.2% July 2006 CarrAmerica Rally CotporaionU01 857.853 2.292.505 117.173 2.410.278 1.552.424 100.2% July 2006 IA Quint. 2nd Additional"' 19,762 28,009 15,720 43,729 23,966 9.5% October 2006 la Quint. 3rd Additionar" 26,$17 52,784 29.625 82.409 55,892 14.4° October 2006 BAA Tagsk Facility 5.621 - - (5.621) (100.0%) (Mane 2006 Teta" 950.659 704.706 957,989 1,662,695 712,036 10.9° November 2006 Alatitim Reichshof Hotel Hamburg 1.741 2.329 - 2.329 588 4.4% November 2006 Somerlield PIK Note 12.517 14.175 - 14.175 1,658 61% December 2006 Zurich Senior Living Portfolio 32.606 119,100 - 119.100 86.494 37.3', December 2006 Canadian Office Portfolio 31.828 66.467 - 66.467 34.639 20.9". December 2006 Canadian Office Pont."' io Add-cas 26,153 42,766 - 42,766 16,613 14k'. January 2007 100 Middlesex Street 29.948 34.947 - 34.947 4.998 4.5% Fatuity 2007 Equity Office Propertied's' 2,239,750 2,857,444 2,924,068 5,781,512 3,541,762 13.0"y Febnury 2007 La Quints 4th Additionalyi 22.955 43.874 24.625 68.499 45.544 14.4% February 2007 Manisa Copadiagen 5,996 1,842 - 1,842 (4,154) (14.2%) Pantry 2007 1)mitaio kneehole' Patfolie" 53.893 2.321 2.321 (51.573) (31.6%) Alarch 2007 La Quints. 5th Militiamen 22,047 20,925 11,745 32,670 10,623 5.696 Jamaty 2008 CasrAmorica Add-ens 19.038 39.006 - 39.006 19.969 14.4% Total - Remitted / Partially Realised." 4,839,191 7.415.869 4,441,291 11,885,160 7.045.969 17.0% Investments- Unratified January 2006 Hiker' Ft. Lauderdale Marne" 140.265 37.274 61.664 98.937 (41.328) (4.9%) January 2006 Meatus Florida Hotel Portland."' 198,605 6,514 129,777 136,291 (62,314) (4.5%) Ala). 2006 AlenStar I lospitality Correatior 453.604 358.792 226.727 585.519 131.915 5.196 June 2006 Hospitality Europe KV' ' 57,919 10,564 37,575 48,139 (9,780) (2.9%) July 2006 Center Pares (Rawer 21.597 10.136 5.841 15.977 (5.620) (4.7%) September 2006 Vitalia Wave r- 7,811 5.854 5,854 (1.957) (3.3%) September 2006 Westin Trianon Palace' 8.854 - 6.291 6.291 (2.562) (4.3%) November 2006 French Budget lintel Portfolio.'" 14,771 9,228 9,228 (5,542) (5.7%) March 2007 Vitalia Wave ir- 28.002 20.988 20.988 (7.114) (3.4%) Total - Unrealuar 931.427 423,280 492$29 916,109 (15O18) (0_3%) Total $5,770,619 $7,867,150 54934,120 512,801.269 $7.030,6% 14.8% Note: It performance is not nect.varily indicative of future risvIts. Plimse tufa to endnotes and further inve ntatt ddails are available upon request. F R305378-MAXWEl_l_ Blackstone Real Estate Partners Europe V 151 CONFIDENTIAL UBSTERRAMAR00001998 EFTA00237629

Overview of Blackstone Real Estate Investments BREP International II Investment Record (6 Thousands) Date ofInitial Investment I nvisrmont hicrution thromb Srpravnbor 30.2015 Taal In CMS ( 'aped' ktillitril Proceed, I 'nrrali/ed Value' rolal Resin rd! 1 Ortalif Ca v Able Taal litatiord / I 'orraliml GA in: ( I 4. , ) Groat smiled Karr of Re1111/O. Investments - Realised / Parnell. Itestlited Islay 2006 Center Pares (1:.K.) €184,214 €676,860 f €676.860 €492,645 24.0% May 2006 Grind Esplanade 16,876 24,061 - 24,061 7,184 5.1% June 2006 DS Funds Hotel 12.935 42,461 - 42,461 29.526 17.5% °debar 2006 BAA Toggle Facility 13,311 - - - (13,311) (100.0%) NovemIxr 2006 Sonterfield PIE Note 29.059 33.881 - 33.881 4.823 7.6% November 2006 Maritim Reictuthof I load Hamburg 4,068 5,176 - 5,176 1,108 3.6% January 2007 100 Middkoce Sired 62.190 83.150 - 83.150 20.960 8.4% February 2007 Dawdle Interbred Portfolio'?" 122,169 - 3,261 3,261 (116,908) (313%) February 2007 Marriott Copenhagen 13,719 5,074 - 5.074 (8,645) (12.1%) August 2007 Snissotel Dusseldorf 5.262 9784 - 9.784 4.522 9.3% October 2007 Hilton Hotels Corporation* " 265.269 474,528 300,426 774,954 509,685 16.1% IAN:ember 2007 Fairmont Portfolio''" 44.888 18.592 1.198 19.791 (25.097) (16.7%) Total - Realized / Par ikay Realists& 773.960 1.373.567 375,028 1.748,595 974.635 13.2% Investments — Unroallird June 2006 I Impiiality !Atropos R.V.t". 133.272 23.59$ 86.388 109,983 (23,289) (3.0%) Jute 2006 Center Pam (Europe)"" 51.240 23.611 13.859 37.470 (13,770) (4.9%) September 2006 Vitale Wave ri. . 18,225 — 13,659 13_659 (4,566) (33%) September 2006 Westin Trianon Palmer 20.181 - 14340 14.340 (5.840) (43%) November 2006 Froneh Budget 11°611 Portfolio* " 32,397 - 20,241 20,241 (12,156) (5.7%) March 2007 Vitali. Wave II" 63.229 - 47.390 47.390 (15.839) (3.4%) July 2007 Vitalia Wass: Iwo, 98,800 - 152,549 152,549 53,748 5.7% July 2007 Nido Ban:clone' 31.125 - 9.026 9.026 (22.099) (16.1%) October 2007 Alliance I keel Portfolio* " 111,745 7,747 - 7,747 (103,999) (39.0%) February 2008 Vitali. Wave IV* " 56,721 - 53.776 53.776 (2.945) (0.8%) April 2008 Synergy"" 7,905 - 17,573 17.573 9,669 11.8% Total - Unreallottri) 624.839 54,953 425.932 480.885 (143,955) (35%) Total f1398.799 f1.428.520 (1100.960 41,229,479 (830.61W 7.1% Note: Pan performance is not necc.vvaily indicative of future risvIts. Pleas refer to endnotes and further inve-amtmt &Inns are available upon request. FR305378-MAXWEL.L. 152 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00001999 EFTA00237630

Overview of Blackstone Real Estate Investments BREP VI Investment Record (S in thousands) Date of Initbl Investment Investment Inception though September 30, 2015 Total Inserted Capita('' Realized Proceeds Unrealized N'alue. Total Realized" Unrealized Value Total Realized/ Unrealized Gain/(Loss) Gress Annual Rat. of Retire' Investments — RealizedfParnally Rallied February 2007 Nulty Otlice Properties's' 81,694,062 52,143,083 $2,193,051 54,336134 52.642.072 13.1% Nay' 2007 18 King Sired 10.622 18,279 - 18.279 7,657 169% August 2007 330 Plumeria 4.8/3 10.469 — 10.469 3.642 135.4% August 2007 Swissotel Dusseldorf 2.385 3.360 - 3.560 1.174 63% Octoba 2007 Hilton Hotels Corporatar 3,003.163 4,762,321 3.363,272 8.125,592 5.122,429 15.2% December 3307 Fairmont Patio' ie" 21.223 7,925 567 8,492 (12,731) (18.4%) February 7308 flighfield Place 5.389 10.446 — 10.446 4858 39.2% November 2008 Changshou Mall 83.889 118.254 - 118.254 34.363 12.5% November 2008 Inuit Asset Management 1.620 2,350 2,350 730 17.2% September 2009 Montgomery Wadungton Tower 21,548 47.937 47,937 26,389 140.1% %member 2009 Broadgate Estate" 53645 245,134 6379 252,012 193.368 44.2% December 2009 SetsWorld Parks & Emenainment" 100.080 224,035 33.896 257,931 157,851 30.1% Ikeember 2009 Highland Hespitalily 68.060 244,071 - 244,071 174010 204.5% February 2010 Nide Netting Hill 3.410 8,803 - 4805 3,394 53.6% &lards 2010 Lloyd Center and WestShore Plaza 67,736 105,416 - 105,416 37,680 166% April 2010 Ashford 43974 88350 - 88,430 44,476 364% July 2010 Japan Loan Patrols:3n" 63,532 84,100 13,275 97,375 33,843 21.2% July 2010 Whitehall 6.711 14360 - 16,360 9,649 LOCO.% August 2010 Suavest Senior Living Portfolio 199.566 465,939 — 465.939 266.373 465% SasprA3ct 2010 Columba Sussex" 199,813 213.312 60,199 273,511 73,698 14.4% October 2010 Calueu"" 587,785 1,068,344 14491 1,086,835 499,050 218% October 2010 City'Vene" 101,500 81,904 91,751 173.655 72.135 13.3% November 2010 Industrial Venture" 428,496 1.325.733 21.519 1.347.251 918.756 35.2% November 2010 Pealntige 60.266 153.370 — 153.370 93.104 868% November 2010 General ()mush Prose:nos 484(05 1,122344 - 1,122344 634,839 61.8% February 2011 Hotel del Coronado 129.771 261368 - 351,368 131,597 30.0% February 2011 Embassy 31.504 46.060 - 46.060 14.556 23.0% March 2011 Clunvidc Park" 90.662 144.828 59.256 204.084 113.423 39.9% hlay 2011 Velar" 321,755 223492 259,159 482,650 160,895 11.3% June 2011 Drama" 1.042.475 1.878,116 821,331 2,699,447 1.656,971 30.6% June 2011 Ledgmg Alan #1 13.054 15,210 - 15,210 2.156 15.3% June 2011 125 and 150 Cambridge Park Rive" 32.241 119.244 11.000 130.244 98.002 55.1% July 3011 229 West 43rd Suet 104,184 304472 - 304.472 200.288 35.9% July 3011 Pacific Stares 74.348 149,599 - 149.599 75.251 28.5% Austen 2011 Lodge% Asset e2 (Grand Del Ma) 22.045 33,158 - 33.158 11.112 1.000444 August 2011 German Mukifamily Platform 56969 99,627 - 99,627 42.658 27.9% December 2011 Condorcet Office Complex 17.647 42,928 - 42,928 25.281 37.7% Total - Realized! Partially Realized" 9.20.165 1.5.890.842 6.868.183 22.766.728 13.492363 18.2% Investments - I 'maenad May 2007 !brat SMIOOLS'" 50.850 25,022 38.100 63,123 12,273 3.2% haw 2007 Nido Bareclons" 13.988 — 4.057 4.057 (9332) (16.1%) July 2007 %Italia Wave 1W" 46.800 - 72.260 72.260 25.460 5.8% October 2037 Alliance Hotel Portfolio" 52,991 3,347 3,347 (49344) (40.9%) January 2008 Caesar's Entatanment". 144.650 - 30328 303/3 (133.932) (246%) February 2008 Vitalist Wave IV" 26.220 — 24.859 24.859 (1361) (0.8%) April 2008 Synergy's" 4,091 - 9.096 9.096 5.004 11.8% February 1310 Great Eagle - Dalian" 88.395 - 68,476 68,476 (19,919) (43%) kat 2010 Glenborough" 129.811 150.670 103.917 256,588 126.777 =.7% October 2010 Emended Stay Hotels"" 526.000 536.669 806796 1,343,465 817.465 267% November 2010 U.K. PrepCo Bondi" 2.987 - 159 159 (2,828) (56.4%) Moy 2011 1140 Avenue of Americas" 54,681 - 82,413 82,413 27,732 11.0% June NH 1 Stratford Cate' 9.316 - 11.933 11.935 2.619 60% Austen 2011 BREP Pohnd Retail Venture" 43.066 639 62.121 62.761 19.695 9.8% September 1011 Manyara Duane% Park" 197.500 3.810 348.529 352.339 154,839 15.2% September 2011 Alta Hotels" 111,324 102,009 93,623 195,632 84,308 169% December 2011 Houndshill ShoppingCentre" 7.115 948 8.864 9.812 2.698 9.6% December 2011 Quante Business Pair 62911 — 146.610 146.610 83.699 263% April 2014 Hilton Timeshare" 72.487 - 72,487 72.487 - 0.0% Total - Unrealized'. 10564194 6'23.116 1,810.768 2.633.834 968.690 10.8% Total 810,928,359 516,713,09 58,678,953 525-389.612 514,461,2.3 17.5% Note: Pan performance is not nect.varily indicative of future visas. Pls refs'" to endnotes and further inve ntatt ddails are available upon request F R 305378-MAX WE 1_1_ Blackstone Real Estate Partners Europe V 153 CONFIDENTIAL UBSTERRAMAR00002000 EFTA00237631

Overview of Blackstone Real Estate Investments BREP Europe III Investment Record (E Thousands) Bute of Initial Investment Invromem Stpicoll/cr 30. 2015 Total Ina. led Ca Reath/et! Proceed. l'ortIlii/ Valne' N" loul Realltrd 1 IIITAii/ed 1. :aloe total kralited / l'ortalitod Coin / (I o..) Cross %mural Rate of Retort.'" Ins raiment. - Realized / Partialh Realized No ember 2009 Broadside EslMS' €124,052 €570,054 €14,562 €5114,616 €460,564 47.3". February 2010 Lido Notting Hill 5,596 15,712 - 15,712 10,116 59.5% March 2011 Chisssick Park1°" 199.616 327.061 139.947 467.008 267.391 42_9% August 2011 annum Multifamily Platform 124,286 229,355 - 229,355 105,068 30.9% December 2011 Condorcet Office Complex 39.238 103.010 - 103.010 63.771 41.6% January 2012 Ceram Office Ponfolio • I 17,508 26,975 26,975 9,466 35.7% June 2012 U.K. Office 003S 81 1.410 2.867 2,867 1.457 46.1 % Fcbruaty 2013 11ktrovaccia Loan 39,442 43,568 43,568 4,126 668.8% July 2013 Calmer 28,152 62,330 - 62,330 34,178 55.4% August 2013 Irish Retail .1 29.622 37.858 - 37.858 8.236 16.6% Total— Realized / Parthd(i Realized." 608924 1.418.719 173.150 1.591.939 983.015 43.7% ilmrenntatz — Uarealized November 2010 U.K. PropCo Bonds"' 6,645 - 353 353 (6,292) (56.4%) June 2011 Stratford Cadre) 19.125 24.502 24.502 5.377 6.0% August 2011 BRIT Poland Retail Ventura"" 90,563 1,500 130.635 132,135 41,573 9.9% September 2011 Mint neck"" 232.543 254.403 195.566 449,969 217.426 20.3% December 2011 Hounrbbill Shopping Centre' "1 15.994 2,160 19.927 22087 6093 93% December 2011 BRIT Poland Retail Venture Ir . 35.360 720 10.959 11.679 (23.681) (26.8%) February 2012 U.K. Logistics Platfona'sw 211.590 242.164 282.555 524.718 313,128 36.7% March 2012 Europe.. Offioe C14135 *14" 32,889 1.256 57.485 58.741 25.851 19.?". June 2012 Multi Cooperation1°u' 509.636 3.03 I 723,834 726,865 217,229 171% My 2012 Devonshire Stpram1y91 90.575 8.529 238.202 246.731 156.156 39.2% August 2012 Turkey Retail Portfolio?'" 74,294 45,609 106,613 152,222 77,928 29.1% September 2012 Gains" 333.552 288.056 236.109 524.165 190.613 23.8% October 2012 IW ism MizerMrse Portfolio 2) 24,784 - 34,981 34,981 10,197 125% Deo:mbar 2012 Paul INamice" 49.200 - 67.921 67.921 18.721 12.2% December 2012 Burlington Mee" 34,582 24,520 43,712 68,233 33,651 29.3% December 2012 BRED Poland Retail Ventura DIP" 14.400 - 17.374 17.374 2.974 7.4% April 2013 Adelphi1Y°) 112,110 - 191;172 191,472 79.362 26.9% May 2013 INV babe" 14.213 - 13.624 13.624 (589) (1.9%) June 2013 lawn Douse". 70,446 - 129,406 129,406 58,961 52-7% Aug 2012-Feb 2014 European Logistics Portfolio r , 313.253 168.107 421.754 589.861 276.608 29.4% September 2013 Franciscoria Outlet Centa"°0' 42,985 6,000 80.010 86,010 43,024 41.6% Total- Unrealized" 2428.739 1,046955 3,169.824 4,215,879 1987,140 24.9% Total 42937,663 e2,464,844 0942974 55.807918 52.870.154 30.3% Note: It performance is not notAsvirily indicative of future raWLt Pima: refer to mimics and further inve ntatt ddails are available upon request. ER305378-MAXVVEL L. 154 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00002001 EFTA00237632

Overview of Blackstone Real Estate Investments BREP VII Investment Record (s in thousands) Date of Initial Investment lase-unbent Inception through September 30, 2015 Total Invested Capitar" Realized Proceed. ',realized Values"' Total Realized/ Unrealized Value Total Realized/ Cnrcalitcd Cain.° ma) Gross Annual Rate of Return"." Investments - Realized/Partially Realized Dro:cmber 341 1 Bank of America Merrill Lynch"." 5562.758 5777.382 6393.630 $1.171.012 5606.254 421% December 2011 Equity One Camay Retail*" 111.578 194.456 65362 350.018 148.440 380% December 2011 Eurohypo Distressed Loan Portfolio"." 164.492 182,410 44.911 227.321 62,829 207% January 2012 German Office Portfolio al 5.799 9.200 9.200 3.401 383% February 2012 John Hancock Carter Merman= B Loan Purchase 62.935 65,879 65,879 2.944 984 8% March 2012 Dim 55"" 69.860 291.700 7.257 298.957 229.097 822% April 2012 Green Cube 17.258 30.025 30.025 12.767 203.6% April 2012 Starhub Green"" 59.319 91,032 6,511 97,542 38,223 17.9% lune 2012 CD Richard Ellis Fund 4 Loan 103.687 133,907 133,907 30,221 24.9% June 2012 EDT Retair" 347.000 6 so 3.561 626110 279.110 56.6% Jane 2012 U.K. Office CMBS al 440 975 975 535 53.0% lime 201 2 Dews Industrial Portfolio" 205000 416,122 75,225 491,348 286,348 40.7% July 2012 Regency Retail Portfolios.' 50.810 171,071 50,118 221,189 nun 108. July 2012 Lloyds Australian Non-Performing Lowe" 108.268 112.468 63.679 176147 67.880 44.2% Decarober 2012 Trump Parc"' 51.315 43.807 17.614 63.421 12.107 15.9% January 2013 5 Tune. Square 57.232 84,282 $4.282 27,049 33.1% January 2013 BRIT VII Industrial %%mar?" 501500 873,116 15,401 888,517 383,017 54.014 February 2013 Menroacesa Loan 13,392 14,018 14,018 626 155.1% lune 2013 Kingo Retail Joint Venture 265.000 499300 499300 234.303 51.0% July 2013 Colise 9.095 17,177 17,177 5.082 423% August 2013 Insh Retail NI 9,941 10,391 10691 651 4.1% Augunt 2013 Regency II Retail Portfolio 70.000 133.550 133,550 63,550 78.0% October 2013 Coeur Defense 8,148 9,042 9,042 895 574% October 2013 Irish Hotels 4,674 5.336 5,336 661 163% October 2013 GE Multifamily Petiole"' 633,000 476,237 853.238 1329,494 696,494 60.5% INcember 2013 bitlsv K Nimrod Use al 28.262 36260 36.260 7.999 39.5% April 2014 Continental Hotel Portfolio 26.107 34085 30.085 3,977 1940% Total— Realized / Partially Realized' 3650,869 5.333.997 1,577.21) 6.911.201 3.360.331 48.0% Investments — Unrealized December 2011 Duke Suburban011ie?"' no:223 84.792 380.844 465.636 185.411 16.3% Deeemba 2011 BREP Poland Retail Venture II'"' 11.662 248 3.614 3.863 (7,799) (26790 February 2012 1.3 K Logistics Platform's' 68.579 70.713 91,671 162,384 93.806 346% March 2012 IS) Castlereagh"'.' 32.800 13.550 58.843 72.393 39.593 28.5% March 2012 European Office CUBS 11. ' 10.671 408 18.651 19.059 8.388 19.3% May 2012 Eagle Hospitality." 126.226 223.351 100.068 323.419 197,193 604% Various Imitation Home?' 1.330000 703,644 1,596,833 2.300,477 970,477 21.6% June 2012 Multi Corporstionls" 202.373 995 2.81.685 282.640 80.307 17.4% July 2012 Glendale Office Buildingswsl 29.265 38.8r- 38.822 9.557 9.2% July 2012 Devonshire Square"' 27,849 2,759 73.740 75.999 48.150 39.4% August 2012 Turkey Retail Portfolio's.' 23.314 13,049 33,456 46505 23,191 27.4% Aug 2012—Feb2014 European Logistics Platform r" 100.755 49.615 137.464 187.079 86324 29.0% September 2012 CabiOffice Portfolio"'" 182.451 292.745 292.745 110.295 23.0% September 2012 Morgan Multifamily Ponfolice" 95.043 54.148 190.992 243.140 150.097 43.8% September 2012 Gee 108.237 92.864 76,613 169,477 61.240 20.0% October 2012 Motel ? I" 611,791 742,808 1,209,690 1,952,498 1340,706 56.8% October 2012 Embassy Holding Companys"" 211.777 364.420 364.420 152.613 209% October 2012 100 Montgomery Suva?"' 54.124 124.834 124,834 70,711 329% October NM Italian N1reed•Use Portfolio" 7.991 11,279 11.279 3.288 125% IX-ember 2012 Paul IhmmerTa' 15,878 21,920 21,920 6,012 123% December 2012 Burlington Fluter" 11.194 6.917 14.150 21.067 9.872 27.1% Deember 2012 Top Ryde 143,277 57.619 218,497 276115 132,838 27991 IX-cembe 2012 China Resources Land Nantones" 66,178 27,200 58,651 85,851 19,674 13.8% IX-cembe 2012 BREP Poland Retail Venture I11'"' 4,809 3,802 5,802 993 7.4% Januiry 2013 Garden Square"' 89.500 131,114 131,114 41.614 15.6% February 2013 Beaker Warehouse Joint %lemur?"' 21.500 26330 26.330 4,830 II 0% March 3513 DON Office Park""' 84,100 188,527 188,327 104,427 41.3% March 2013 CapaaLand Residential Ponfolko"' 12.387 16.526 18,150 34.675 22.288 929% April 2013 Adelphr" 37.083 63.334 63.334 26.251 27.1% Various Imitation Homes 2"""." 199.974 84168 213,101 299,269 99,295 188% May 2013 Select Seance Hotel Portfolio"'" 822,659 222,357 1,203,013 1,421370 602,711 48.0% May 2013 IVG Dee') 4.622 4,431 4.431 (192) (1.9%) May 2013 Orange County Office Portfolio"' 159.167 244.906 214.906 85.739 31.4% Note: It performance is not nect.varily indicative of future ristlis. Plimse refer to endnotes and higher invitinatt details are available upon request. FR305378-MAX WE LL Blackstone Real Estate Partners Europe V 155 CONFIDENTIAL UBSTERRAMAR00002002 EFTA00237633

Overview of Blackstone Real Estate Investments BREP VII Investment Record a in thousands; Dee of rental lineememe !internee 1 me rehro through Sephanber 30.2015 Total lament Capital' Realised Pewee& fern lined Valise" Taal Realised? Unrealized Value Teal Realized/ Unrealised Gala/Moe/ Gros. Annual Rate Rani " s' Inset to - I involired Wont! lune DO 3 Lacon Haase" 532979 538.538 538.538 51-.559 50.0% IMP :1013 Oteenstccougli litre Shopping Cate'm 24.36 33.877 33,877 9.591 17.1% July 2013 aynt W ' '' 131.191 156.325 198.33 67.131 208% July 2013 OE Capital Real Estate (Vice Paefebes' 18.011 36.505 34505 18.03 438% July 2013 WUNII Lormaies 3,126 3.126 3.126 00% Armlet 2013 Leman SR/A Cater " 4.215 316 7.3/7 7.523 3.3:48 351% September 2313 Franciscons 4.milet C'entea" 14.317 1.972 35.648 28421 14.304 41.6% Venous Invitation Homes 3' " z""' 100.000 1415.153 145.153 45.153 201% September 2013 Hasher Center"' 111.313 76486 112.631 188,717 77; 04 367% September 2013 Ham HQ Mallt1011""' 4131 741 12.613 11353 7,222 543% September 2013 CBREJ Residential Perfekt:I" 4696 3,695 12,302 15.897 9201 692% September 2013 Hulse Kemal° Legume"' 3.491 2.518 4844 9.361 5.870 830% October 2013 a Enoch Shopping Carr" 30.916 2.557 28665 31.222 10307 218% October 2013 Om Minim Squire" ") 11.657 2601 22190 24791 13.134 57.0% Weber 2013 %..ish hltdmfamily Ponfolor 39.226 58.694 58694 19.469 31.3% November 2013 SCP OrOu" 68460 1.180 54:766 95.866 27.436 203% December 2013 Alpha% die 284,410 In 344351 144271 61,861 11.5% Decanbee 2013 Central Part: of Lisle" 37.000 7.478 50.454 57.932 20.932 299% December 2013 Hilton Pen Open" " 18299 27.107 27.107 8.338 226% Denbo 2013 Italian Commercial Portfolio"" 26.723 1.643 36365 31.008 11.234 256% Decembe 2013 Freidman Ningbo Residential lore Venture' 18396 6080 14521 22,521 4,126 142% December 2013 Dutch Office Portfold" 27.380 14.792 211Q5 34623 9,243 21.7% Dec 3113- Marsh 2/14 European Letptia Platfonn IT" 167.468 9,858 219406 39165 61,937 277% December 3313 Same Mgt"' 15.066 766 17,9.3 18,689 3.623 141% harry 2014 TO, Wart-heat 4129 6,129 413 00% Fetemuy 2014 Fax Seasons Lab Colinas' 'In 44146 66,034 64084 19,937 244% Pommy 2014 Platinum (Dublin Officeal'' 10.920 23,589 23.589 12,669 607% February 2014 ZOOM Dadeg" 11.843 24.726 24726 12,883 57.3% February 3014 119 West 40th Street Non-Perfeemmg Lem" 47,420 104550 100,550 53.150 604% Minh 3)14 Poniften POtlf0110 21,542 27,573 27,573 4031 254% Apil2o14 41" 111W 204020 3/39,888 369888 69,888 228% April 314 AIIIIIIIC I l" 31988 2857 22970 25,827 4,839 17.4% Apil 3314 Pakpolec Conde"' 11,063 12,059 12059 996 66% April 3014 Embassy TediVallagem" 18280 *367 28367 9.487 385% May 3014 Hamburg thscd4Use Assn" 10886 733 15,771 14491 4405 361% May 3314 O'Flyin Patrols,' 101,386 132121 120,121 18.735 111% My 2014 In den Rail! Ponfolicr° 32943 1,519 3347 30,866 9,923 333% My 3311 Wet= Rsm Multifamily Patklid"' 100.180 39.705 101.971 144.676 44.497 382% May • lent 2014 Spanish Hotels 10.268 10.268 10.268 00% May 3014 Express Town, ad PTPL Ponfoliri 17,579 27,050 27,050 9,472 41.2% My 3314 Hotel Kabuki"" 18.433 35902 24902 8.482 314% My 2014 Nieto/roe Raideniafr" 6,178 688 6,354 7.042 863 11.6% lune 3314 Amami 5.541 5.541 5.541 00% July 2014 Maim Portfelsr 36,919 63.518 63,518 25.569 563% July 2014 25 Nash Colonnade' 19.737 3.682 21.848 25.530 5.794 259% July 2014 Pet AWAY. Toner" 214.012 224.997 224.997 10.985 43% July 2014 Tyson 30,123 44.056 44056 13,933 39.7% 1Wy 2014 Spanish Office Pathan' 11.617 14.380 14.380 2.733 27.9% July 2014 Ponta' 9,973 11.237 11.237 1.264 149% August 2014 Solana Busures Pwt" 82050 88.885 88.885 6.835 7.4% Amami 2014 Ma' Progeny that' 81.514 17.701 105.181 122.885 41.371 49.3% September 2014 Invitation Homes 144‘ .. 227.422 270.423 274423 43.031 ILO% September 2414 399 Boyluen Prose" 33.000 38404 38404 5.434 160% September 2414 Rue %%the"' 8,560 10.182 14182 1.623 186% September 2014 IDFC Ponfoho"rn 14109 23762 24762 8.654 MO% September 204 ILF.lapais LOginX8 POW0110""P 6.011 10.589 14589 4578 857% ...Motet 2014 ARCP Poem Cage Retail Ponfolier'' 3110460 93.189 508496 601.885 221.885 642% Embassy One Weber 2414 7.628 7.628 7228 00% October 2014 Bamboo Reel Patfolid" 69.958 75.328 15.323 5,370 84% November 2014 Le Dome 10.456 662 10.456 11.118 662 7.6% No, ember 2014 Sanctusey"") 18875 1.253 27.659 *912 10.037 655% November 2014 Fashion Dena Palk*" 11.269 789 l&388 17.176 5.908 655% December 2014 MemeTumin'^ 24.238 2'7.934 27.934 3.696 18044 November 2014 Dutch Orectry-Andsamel Retail Patfolione. 11,476 662 12,977 11639 2,161 255% November 2014 ESAF [ogees & Retail Peetfolie” 3291 552 34871 27.423 1.532 90% December 2014 Italian Oice Portfolor 31.544 2,307 33,771 35,978 4.434 36% December 2014 Ricfnme Portfolio 46250 46.250 46.250 tiros Note: It performance is not nect.varily indicative of future ristlis. Plimse refer to endnotes and further inve ntatt ddails are available upon request FP305378-MAXWELL 156 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00002003 EFTA00237634

Overview of Blackstone Real Estate Investments BREP VII Investment Record (S in thousands) hoe or I ,itixl Ins estineel Investment Inception through September 30.2015 'foul 1m tided Capital's' Realized Proceeds Unreathed Value"' Total Realized! Unrealized Value Total Its-elided/ flirt, Reed Gang( lens) Cross Annual Rate of Return's ' Im cements - Unrealized (cons 1 ltectmber 2u14 the Cosmopolitan"s" S49'2.040 S - 5754.458 5754.488 5262.488 71.6% Docetrber 2014 21 Anderson Residential Project 10.191 - 10.191 10.191 - 0.0% December 2014 Dutch °nice Ponfolio 11"1 4,171 1.818 3.061 4.879 708 31 2% December 2014 GE Japan Residential Prinfoliew) 56.850 - 84.275 134.275 27,425 92.0% Ikcember 2014 Paterson Suites Residential Protect 4,464 — 4.464 4.464 0.0% Decent 2014 Spanish Residential Loan Ponfolm T" 17.332 21.138 21.138 1627 37.2% December 2014 Spanish Slunifamily ll1zu 3.830 4.401 4.401 571 28.5% December 2014 Yoe and Prelim Residential 13,470 - 13,470 13,470 0.0% December 2014 Spanish Oflice Portfolio le s' 3,130 3.289 3.289 159 15.3% January 2015 European Logistics Platform Ill"' 30.827 441 39.613 40.035 9.228 40.5% January 2015 Oxygen SEZ"" 10.162 — 15.829 15.829 5.667 122.7% January 2015 Cannon Bndge Douse"' 18.026 19,634 19,634 1.609 16.7% January 2015 3093 Broadway 24464 26.464 26461 - 0.0% February 2015 PraediumNfultifarnily Portfolio""' 422.992 23398 483.685 507.083 84.091 39.7% Much 3315 Atrium Dublin Offices 9.227 9.227 9.227 0.0% ?starch 2015 Avenue hilentaigne"7m 9,184 9.657 9,657 473 9.5% April 2015 Hercules Tenfold" 107,946 111212 118.212 10,266 78.8% May 2015 CO WS Tenfold"' 22,092 2.1333 23133 1,241 17.0% Slay 2015 C2.1.11etel Ponfolern 304124 10.000 317,109 327.109 21785 20.1% Sky 2015 Dutch Logistics Penfoliefite 3,68.0 4,165 4165 485 421% Jul' 2013 Willis Towers"' 395.000 - 420.479 420,479 25.479 21.1% Jul' 2015 Palmaneva 5.505 - 5.505 5.503 00% Total - Unrealized."u 10414947 2.81$.626 13.497.501 16.585.130 5,864,184 28.7% Total 513.989.815 58,139,624 515,074,707 523,214.331 59.224.516 34.3% Note: It performance is not nec.svrily indicative of allure resulls. Please refer to mimes and Furthcr inveSIM011 details are available upon request. FR305378-MAX WE LL Blackstone Real Estate Partners Europe V 157 CONFIDENTIAL UBSTERRAMAR00002004 EFTA00237635

Overview of Blackstone Real Estate Investments BREP Asia Investment Record (S in thousands) Inception through September 30.2015 Mite of Initial his flown, Iniemment Total Invested t 'a pitat Realised Proceeds Unrealised Value' Total Realised/ Unrealised Value Total Realised/ Unrealised Gain/flans) Cows Annual Rate of Return""' Investments - Unrealized June 2013 ilivernhotougli Plasm Shopping Centeitirm 596.277 S - 5135.509 $135.509 $39.233 17.6°• July 2013 Will= Logistics 12,400 12400 12,400 0. 0" o July 2013 OR Capital Real &dale (Hike Patfolidis" 71.594 - 146.019 146.019 74.425 44.6% August 2013 Logan Mega Cenci""' 16.735 1263 28.828 30.091 13356 35.9°. September 2013 Ileum IN Arta:mon' in' 24,348 2,962 50,451 53,413 29,065 54.9°a September 2013 CIRRI Residential Portfolio' im 26.389 14.779 48.808 63.587 37.197 70.8% September 2013 Hulk Kawasaki Logistics"' 13.795 10.071 27.374 31445 23.650 84.4% November 2013 SCP Onwelm 212,038 4,400 379.064 38.7,464 111,425 20.8% December 2013 Fmnshion Ningbo Residential Joint Venture" 72.898 24.000 66.086 90.086 17.188 14.9° Jamey 2014 TC1. Waltham° 24,343 24,343 24,343 - 0.0°0 April 20I4 Pakpolet Ceske"" 44.000 - 48.236 48.236 4,236 7.1% April 2014 Embotsy Tirch%'illaged"' 75.200 - 113.467 113.467 38.267 39.0% May 2014 Express Towen and PTPI. Portfolio 4" 69,920 - 108,202 108,202 38,232 41.8% May 2014 Nletrotone Raidentiaf16m 24,640 2,752 25.414 28,166 3,526 11.9% July 2014 Merlin Ponfolio"" 145.798 - 254.073 254.073 108.274 58.0°. July 2014 Tysan Iloading:di" 119,877 - 176,226 176,226 56349 40.3% September 2014 MIN Portfoliol " ." 64.000 - 99.049 99,049 35.049 60.9% September 2014 R.F Japan Logistics Portfolio"' 23.718 - 42.336 42.356 18.638 88.1% October 2014 Embassy One 30,200 - 30,200 30,200 - 0.0". October 2014 Bamboo Retail Patfohens' 278,169 - 301.312 301312 23.142 9.1 December 2014 Paterson Suites Residential Project 17,699 - 17,699 17,699 - 0.0". December 2014 GE Japan Ronde:Mimi Portfolio""' 2-41.354 - 337,099 337,099 113.745 08. 0" o December 2014 21 Anderson Residential Project 40.455 40.455 40.455 - 0.0% December 2014 Too and Pristine Residential 53,720 - 53,720 53,720 - 0.0% January 2015 Oxygen SEZ1901 40,400 63.317 63.317 22.917 125.2% Taal - Direalzedwn) 1,881,968 60327 2.405$07 2,466,114 584,146 24.0% Taal 51.881.908 S60.227 52.406.027 $2,466,114 $584,146 24.0% Note: It performance is not nect.vvaily indicative of future risvIts. Plimse refer to endnotes and further invitinatt ddails are available upon request. ER305378-MAXWELL 158 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00002005 EFTA00237636

Overview of Blackstone Real Estate Investments BREP Europe IV Investment Record (6 in thousands) Mae of nitild Insystmem Investment IOC COW. ihrough September 30.2015 Total Iniesteil Capiti&su Realized Proceeds Unrealized ValOt ' 'fond Realityd / tnrealleed Value TONI Hell! i/ IA / Unrealized Gan / ( I As') Gross Annual Rate of Return's°. Insroments - Relented October 2013 Coeur Defense (23.531 €26,640 V €26,640 €3.109 71.65. °debt( 2013 Irish Hotels 13.752 16.857 - 16.857 3.105 26.2% December 2013 Irish I '.K. Mixed Use el 82,240 113,749 - 113,749 31,510 54.1% April 2014 Contmaital I Iota Portfolio 75,200 88.471 88,471 13,271 244.1% Total Radbied 194,722 245,717 - 245,717 56,995 64.0% bummers - Unrealised October 2013 Si. Enceh Shopping Centeras° 60,791 8,963 84,086 93,049 32,258 25.5% October 2013 O11C America Square" 34.179 7,616 65.573 73.189 39.010 57.6% October 2013 Spann!. Multifamil . Portfoliollim 114,924 173,057 173,057 58,133 31.9% December 2013 Hilton Pat Open' 423 54.745 - 79.169 79.169 24.424 23.2% December 2013 Italian Commercial Portfolidum 78,363 5,840 106,195 112,035 33,672 26.3% Member 2013 1Mtch Office Portfolio' i 79.047 51.891 63.598 115.489 36.442 29.3% December 2013 Sonic Italydss' 43,743 2,560 52.428 34,988 11,245 15.0% Dee 2013-Mar 2014 European Logistics PIatfam If" 493.279 35,255 652.617 687.872 194,634 29.700 Febnsary 2014 Platinum (Dublin Offices)"a" 31,849 - 69.370 69.370 37.520 61.5% February 2014 20 Old Bailors'"' 34.478 - 72,772 72,772 38,294 5&4% Month 2014 Portigon Portfolio"s" 67.075 - 86.912 86.912 19.836 28.0% April 2014 Atlantic r im 60,184 9.710 66,432 76,143 15,959 20.3% April 2014 Spanish Hotels 29.608 - 29,608 29.608 — 0.0% May 2014 Hamburg Mixed-Use Assam."' 31,200 2.560 45,399 48.139 16,959 38.3% May 2014 OTlynn Peetfolien 288.553 - 346,368 346,368 57,816 14.1'. May 2014 Italian Retail Perlibbe iN" 60,000 3.440 84,733 90,173 30.173 35.4'. May 2014 Multi Corporation's ' 100,000 - 125,005 125,005 25,005 17.8% June 2014 Anticipa 16229 - 16.229 16.229 0.0% July 2014 23 Noah Colonnade''. " 57,464 13,477 64,189 77,665 20,201 31.4% July 2014 Spanish Offim Portfolio") 34.300 - 42.773 42.773 8.473 29.4% August 2014 Nlax Property Group"" 241.857 64.098 314.941 379.039 137.182 55.9% Septanher 2014 Rue Villior" 26,046 31.391 31.391 5,345 20.1% September 2014 Pallier ' 31.472 - 35.698 35.698 4226 15.8% November 2014 I. Dome 32,995 2,400 32,995 35,395 2,400 8.7% November 2014 The Sanauarrn 59.440 4.542 88.134 92.676 33.237 69.2% bknember 2014 Fashion Maria Portfolios's' 35,577 2,880 52,190 55,070 19,493 68.9% December 2014 XlesseTuress' 76,789 89.214 89.214 12.424 19.1% Nest-miler 2014 Dutch (boa:Ty-Anchored Retail Portfolio's. ' 36.275 2,400 41,550 43,950 7,673 28.8% November 2014 FLSAF Logistics & Retail Portfolios"' 84.820 2.000 88.749 90.749 5.930 10.9% Dearnher 2014 Italian Offiee Portfolizt'y' 104,766 8,000 113,081 121,081 16,315 26.9% Mamba 2014 Spanish Residential Loan Portfolio r... 59.555 72.509 72.509 12.954 39.2'. Deeember 2014 Dutch Office Portfolio Ii""' 13,1% 6,403 9,779 16,182 2.986 42.6'. December 2014 Spanish Multifamily Win 12,785 14.851 14.851 2,066 31.1% l&cember 2014 Spansh Office Portfolio nog" 10.180 10.790 10.790 610 18.2% January 2015 'Muir-an Logistics Platform III"' 98.387 1.600 127,601 129,201 30,814 42.5%. January 2015 Cannon Bridge House"" 63.099 - 69.361 69,361 6.263 18.6% March 2015 Atrium Dublin Of fices 32.310 - 32,310 32.310 - 0.0% Mach 2015 Avemic Montaigne' s' 32.038 - 34.021 34.021 1.983 11.5% April 2015 Hercule/ PoetfolitPwl 400,007 445,529 445,529 45,522 35.0% May 2015 Dutch Logistics Portfolio"' 13.094 14.949 14.949 1.855 46.3% May 2015 CG Nlalls Portfolio"'" 77,707 83,199 83,199 5,492 21.7% June 2015 Palmanova 19.368 19.368 19.368 — 0.0% June 2015 Shine Logistical Portfolio 92.278 92,278 92,278 0.0% July 2015 Tounnala Portfolio 73.035 - 73.035 73.035 - 0.0% July 2015 GE capital Real Estate - European &pay Portfohous5 210.547 221.100 221.100 10.553 51.5% Total -Unrealised: "(' 3,707,9)4 237,635 4400,116 4,837,751 1,130,157 31.5% Total 13,902316 (483.352 (4,600.116 (5,083,468 C1,181.152 32.4% Note: It performance is not nee drily indicative of future risvIts. Plimse itfer to endnotes and further invests tatt ddails are available upon request F R 305378-MAX WE LL_ Blackstone Real Estate Partners Europe V 159 CONFIDENTIAL UBSTERRAMAR00002006 EFTA00237637

Overview of Blackstone Real Estate Investments BREP VIII Investment Record" (S in thousands) Inception tbrotall. September 30. 2015 Total Total firma Total Realized / Realized / %annul Date of Initial In tided Realized I urealized Unrealized Unrealized Rate of Investment Investment I 'ari tar ' ' Pr...cell. % AOC" Value Gain I (lam Renaad2in Invemments - Unrealized Jul 2015 t IF Carnal Real Estate - US Equity Puttfolio19D SOIS.OS-1 S $691.207 S691.207 ST.Z123 155.3°a Jul, 2015 GE Capital Real slate • romp= Equity Pottfoliotl0° 52271 z OS 44.2_46 WM Mire Tour"' S676.059 S — 1753,162 STS1,162 577.103 Mn Note: It performance is not nect.vvaily indicative of future risvIts. Plimse tufa to endnotes and fiirtha invistintmt ddails are available upon request. FP305378-MAXWELI. 160 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00002007 EFTA00237638

Overview of Blackstone Real Estate Investments Endnotes (I) October 13, 1998 represents the final disposition date for Pre-BREP investments. (2) Total invested capital includes amounts invested by Blackstone Capital Partners (Davidson Hotels and Edward J. DeBartolo Corp.) and Blackstone (including its side-by-side investments), but excludes co- investments made by Blackstone's limited partners and their affiliates. (3) Represents the gross (i.e., before management fees, organizational and partnership expenses. and the general partner's allocation of profits) IRR based on proceeds received as of October 13. 1998. The net IRR for these investments is approximately 33.4% after management fees, organizational and partnership expenses, and the general partner's allocation of profits, assuming the same management fee and distribution provisions as BREP Funds, but does not include taxes or withholdings incurred by the limited partners directly or indirectly through withholdings by the partnership. Capital was outstanding on a weighted average basis for 3.6 years. The gross IRR and holding period are calculated based on the date capital is drawn from the limited partners until the date a realized investment was disposed of. For gross IRR purposes. current income is recorded on the date the quarter ended. The net IRR is calculated based on the date capital is drawn from the limited partners until the date the proceeds from sale or current income is distributed to the limited partners. (4) Realized proceeds include $125.5 million of Simon Property Group stock distributed to the partners of Blackstone Capital Partners based on the market value of such stock on the distribution date. (5) January 28. 2003. represents the final disposition date for BREP I investments. (6) Total invested capital includes amounts invested by BREP I and Blackstone (including its side-by-side investments), but excludes co-investments made by Blackstone's limited partners and their affiliates. (7) Represents the gross IRR based on proceeds received as of January 28, 2003. The net IRR for these investments is approximately 39.7% after management fees, organizational and partnership expenses. and the general partner's allocation of profits but does not include taxes or withholdings incurred by the limited partners directly or indirectly through withholdings by the partnership. Capital was outstanding on a weighted average basis for 2.7 years. The gross IRR and holding period arc calculated based on the date capital is drawn from the limited partners until the date a realized investment was disposed of. For gross IRR purposes, current income is recorded on the date the quarter ended. The net IRR is calculated based on the date capital is drawn from the limited partners until the date the proceeds from sale or current income is distributed to the limited partners. (8) Total invested capital excludes $18.7 million of limited partner co-investment. (9) Realized proceeds represent 512.5 million of Patriot stock distributed to the partners of BREP I based on the market value of such stock on the distribution date. (10) Realized proceeds include S69.4 million of Equity Office Properties Trust stock distributed to the partners of BREP I based on the market value of such stock on the distribution date. (11) December 14. 2006, represents the final disposition date for BREP II investments. (12) Total invested capital includes amounts invested by BREP II and Blackstone (including its side-by-side investments). but excludes co-investments made by Blackstone's limited partners and their affiliates. (13) Represents the gross IRR based on proceeds received as of December 14, 2006. The net 1RR for these investments is approximately 18.8% after management fees, organizational and partnership expenses. and the general partner's allocation of profits but does not include taxes or withholdings incurred by the limited partners directly or indirectly through withholdings by the partnership. Capital was outstanding on a weighted average basis for 3.8 years. The gross IRR and holding period arc calculated based on the date capital is drawn from the limited partners until the date a realized investment was disposed of. For gross IRR purposes. current income is recorded on the date the quarter ended. The net IRR is calculated based on the date capital is drawn from the limited partners until the date the proceeds from sale or current income is distributed to the limited partners. (14) Total invested capital excludes S96.7 million of limited partner co-investment. (15) Investments have been fully realized, final distribution expected in 2016. ER305378-MAXWELL Blackstone Real Estate Partners Europe V 161 CONFIDENTIAL UBSTERRAMAR00002008 EFTA00237639

Overview of Blackstone Real Estate Investments (16) Total invested capital includes amounts invested by BREP III and Blackstone (including its side-by-side investments), but excludes co-investment amounts made by Blackstone's limited partners and their affiliates. (17) Represents the gross IRR based on proceeds received through September 30. 2015 and the general partner's estimated valuations as of September 30. 2015. The net IRR for these invesunents is approximately 21.4% after management fees. organizational and partnership expenses, and the general partner's allocation of profits but does not include taxes or withholdings incurred by the limited partners directly or indirectly through withholdings by the partnership. Capital was outstanding on a weighted average basis for 3.8 years. The gross IRR and holding periods are calculated based on the date capital is drawn from the limited partners until the date a realized investment was disposed of. For gross IRR purposes, current income is recorded on the date the quarter ended. The net IRR is calculated based on the date capital is drawn from the limited partners until the date the proceeds from sale or current income is distributed to the limited partners. (18) Total invested capital includes amounts invested by BREP International and Blackstone (including its side-by-side investments), but excludes co-investments made by Blackstone's limited partners and their affiliates. (19) Blackstone values its investments quarterly in accordance with specific Valuation Guidelines that have been developed in consideration of the GAAP requirements under ASC 820-10. Fair Value Measurements ("SPAS No. 157-). with effect from January 1. 2007. the date of Blackstone's adoption of SFAS No. 157. For private investments, Blackstone uses a (i) Discounted Cash Flow Methodology. (ii) Performance Multiple Methodology, (iii) Option Value Methodology. (iv) Capitalization Rate Methodology and (v) Projected Cash Flow through Maturity Methodology. The discounted cash flow methodology ("DCr or "Income Approach") or performance multiple methodology ("Market Approach") will generally be applied as the primary methodologies to value private investments. The secondary methodology (e.g.. the Market Approach if a DCF served as the primary methodology) is intended to support the conclusions reached under the primary approach. Blackstone will explain differences between results of the income and market or other approaches utilizing quantitative and/or qualitative information, as appropriate. Additionally. the firm-wide valuation committee will assess whether consistent valuations are used for valuations across business units or areas where those business units or areas are valuing the same investment. Investments that are publicly traded in active markets and unrestricted are valued at the closing price of such securities in the principal market in which the security trades. or in the absence of a principal market, in the most advantageous market (or the applicable as-converted price) on the valuation date. Investments that arc publicly traded in active markets and restricted are valued at the closing price as of the valuation date and discounts will be considered for formal restrictions that limit the sale of the securities. Further information regarding methodology utilized for any individual investment is available upon request. (20) Represents the gross IRR based on proceeds received through September 30. 2015 and the general partner's estimated valuations as of September 30, 2015. The net IRR for these realizedhinrealized investments is approximately 23.1% after management fees, organizational and partnership expenses. and the general partner's allocation of profits but does not include taxes or withholdings incurred by the limited partners directly or indirectly through withholdings by the partnership. There can be no assurance that unrealized value of the investments will be realized at the valuations shown. For realized investments, capital was outstanding on a weighted average basis for 2.7 years. For realizedhuutalized investments, capital has been outstanding on a weighted average basis for 2.8 years as of September 30, 2015. The gross IRR and holding periods arc calculated based on the date capital is drawn from the limited partners until the date a realized investment was disposed of, or through September 30, 2015, for unrealized investments. For gross 1RR purposes. current income is recorded on the date the quarter ended. The net IRR is calculated based on the date capital is drawn from the limited partners until the date the proceeds from sale or current income is distributed to the limited partners, or through September 30, 2015, for unrealized investments. (21) The unrealized value represents undistributed cash-on-hand from the sale of the asset. (22) The unrealized value represents the estimated net proceeds in connection with the sale of the asset. (23) Blackstone Capital Partners IV... one of Blackstone's private equity funds, also participates in the NHP / Southern Cross / Ashboumc investment and invested 5324.0 million of capital. ER305378-MAXWELL 162 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00002009 EFTA00237640

Overview of Blackstone Real Estate Investments (24) Total invested capital includes amounts invested by BREP IV and Blackstone (including its side-by-side investments), but excludes co-investment amounts made by Blackstone's limited partners and their affiliates. (25) Represents the gross IRR based on proceeds received through September 30, 2015 and the general partner's estimated valuations as of September 30, 2015. The net IRR for these realized/unrealized investments is approximately 13.3% after management fees, organizational and partnership expenses. and the general partner's allocation of profits but does not include taxes or withholdings incurred by the limited partners directly or indirectly through withholdings by the partnership. Investments valued at original cost are included in the computation of the unrealized returns. There can be no assurance that unrealized value of the investments will be realized at the valuations shown. For realized investments. capital was outstanding on a weighted average basis for 3.7 years. For realized/unrealized investments, capital his been outstanding on a weighted average basis for 6.1 years as of September 30. 2015. The gross IRR and holding periods are calculated based on the date capital is drawn from the limited partners until the date a realized investment was disposed of, or through September 30, 2015, for unrealized investments. For gross IRR purposes, current income is recorded on the date the quarter ended. The net IRR is calculated based on the date capital is drawn from the limited partners until the date the proceeds from sale or current income is distributed to the limited partners. or through September 30, 2015. for unrealized investments. (26) Blackstone Capital Partners IV •., one of Blackstone's Private Equity funds, also participates in this investment and invested $214.5 million of capital. (27) Blackstone Capital Partners IV one of Blackstone's Private Equity funds, also participates in the Extended Stay America/Wellesley Suites. Sierra Suites, and 3 ESA add-on investments and invested $352.1 million of capital. (28) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a blended 10.0% terminal capitalization rate, as well as the market price of La Quinta (NYSE: LQ) common stock of $15.78/share as of September 30, 2015. (29) The unrealized value reflects the market price of La Quinta (NYSE:LQ) common stock of $15.78/share as of September 30. 2015. (30) Per the "Total - Realized/Partially Realized" line item, "Unrealized Value-, "Total Realized/Unrealized Value" and "Total Realized/Unrealized Gain/ (Loss)" are net of $0.5 million of unrealized net currency loss. (31) The unrealized value represents the general partner's estimate of the value of this investment based on 5-year discounted cash flow analysis assuming a blended 8.1% terminal capitalization rate. (32) The unrealized value represents the general partner's estimate of the value of this investment based on 5-year discounted cash flow analysis assuming a 14.4x terminal EBITDA multiple. (33) The unrealized value represents cash-on-hand and/or the estimated residual value of the remaining assets in the portfolio. (34) Total invested capital includes amounts invested by BREP V and Blackstone (including its side-by-side investments), but excludes co-investments made by Blackstone's limited partners and their affiliates. (35) Represents the gross IRR based on proceeds received through September 30. 2015 and the general partner's estimated valuations as of September 30, 2015. The net IRR for these realized/unrealized investments is approximately 11.3% after management fees, organizational and partnership expenses. and the general partner's allocation of profits but does not include taxes or withholdings incurred by the limited partners directly or indirectly through withholdings by the partnership. There can be no assurance that unrealized value of the investments will be realized at the valuations shown. For realized investments. capital was outstanding on a weighted average basis for 4.9 years. For realized/unrealized investments, capital has been outstanding on a weighted average basis for 6.1 years as of September 30. 2015. The gross IRR and holding periods are calculated based on the date capital is drawn from the limited partners until the date a realized investment was disposed of. or through September 30, 2015, for unrealized investments. For gross IRR purposes, current income is recorded on the date the quarter ended. The net IRR is calculated based on the date capital is drawn from the limited partners until the date the proceeds from sale or current income is distributed to the limited partners, or through September 30, 2015, for unrealized investments. ER305378-MAXWELL Blackstone Real Estate Partners Europe V 163 CONFIDENTIAL UBSTERRAMAR00002010 EFTA00237641

Overview of Blackstone Real Estate Investments (36) The unrealized value reflects the market price of Hudson Pacific Properties (NYSE:HPP) common stock of 528.79/share as of September 30.2015 less a 1.5% illiquidity discount. The unrealized value represents the general partner's estimate of the value of the investment based on a 5-year discounted cash flow analysis assuming a 5.8% terminal capitalization rate and the market price of Hudson Pacific Properties (NYSE:HPP) common stock of $28.79/share as of September 30, 2015 less a 1.5% illiquidity discount. (38) The unrealized value represents the general partner's estimate of the value of the investment based on a 5-year discounted cash flow analysis assuming a 5.8% terminal capitalization rate. (39) Per the "Total — Realized/Partially Realized" line item, "Unrealized Value", "Total Realized/Unrealized Value" and "Total Realized/Unrealized Gain/ (Loss)" arc net of $0.3 million of unrealized net currency loss. (40) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming an 8.2% terminal capitalization rate. (41) The unrealized value represents the general partner's estimate of the value of this investment based on 5-year discounted cash flow analysis assuming a 8.3x terminal EBITDA multiple. (42) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a blended 8.2% terminal capitalization rate. (43) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a blended 8.0% terminal capitalization rate. (44) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 10.4% terminal capitalization rate. (45) The unrealized value represents the estimated net proceeds in connection with the contracted sales price of the asset. (46) Sold in February 2014. proceeds used to reduce debt of the Hospitality Europe B.V. portfolio. Unrealized value reflects estimated proceeds expected to be distributed upon final liquidation of the Hospitality Europe B.V. portfolio. (47) The unrealized value represents the general partner's estimate of the value of this investment based on a 5 year discounted cash flow analysis assuming a 10.5% terminal capitalization rate. (48) Per the "Total - Unrealized" line item, "Unrealized Value", "Total Realized/Unrealized Value" and "Total Realized/Unrealized Gai&(Loss)" are net of $11.1 million of unrealized net currency loss. (49) Total invested capital includes amounts invested by BREP International II and Blackstone (including its side-by-side investments), but excludes co-investments made by Blackstone's limited partners and their affiliates. (50) Represents the gross IRR based on proceeds received through September 30, 2015 and the general partner's estimated valuations as of September 30. 2015. The net IRR for these realized/unrealized investments is approximately 5.5% after management fees, organizational and partnership expenses. and the general partner's allocation of profits but does not include taxes or withholdings incurred by the limited partners directly or indirectly through withholdings by the partnership. There can be no assurance that unrealized value of the investments will be realized at the valuations shown. For realized investments, capital was outstanding on a weighted average basis for 6.0 years. For realized/unrealized investments, capital has been outstanding on a weighted average basis for 7.0 years as of September 30, 2015. The gross IRR and holding periods are calculated based on the date capital is drawn from the limited partners until the date a realized investment was disposed of, or through September 30, 2015. for unrealized investments. For gross IRR purposes, current income is recorded on the date the quarter ended. The net IRR is calculated based on the date capital is drawn from the limited partners until the date the proceeds from sale or current income is distributed to the limited partners, or through September 30, 2015. for unrealized investments. (51) The unrealized value reflects the market price of Hilton Worldwide (NYSE:HLT) common stock of S22.94/share as of September 30, 2015. The unrealized value is reduced by a debt financing collateralized by a portion of our remaining stock in HLT. Excludes 51.4 billion of BREP limited partner co—investment. Blackstone Capital Partners V one of Blackstone's Private Equity funds. (37) ER305378-MAXWELL 164 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00002011 EFTA00237642

Overview of Blackstone Real Estate Investments also participates in this investment and invested $1.7 billion of capital, excluding $56.5 million of BCP limited partner co-investment. (52) Per the "Total — Realized/Partially Realized" line item. "Unrealized Value". "Total Realized/Unrealized Value" and "Total Realized/Unrealized Gain/ (Loss)" are net of €68.1 million of unrealized net currency gain. (53) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 7.3% terminal capitalization rate. (54) The general partner has written the investment down to zero. (55) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming an 12.5x terminal EBITDA multiple. (56) Per the "Total - Unrealized" line item "Unrealized Value", "Total Realized/Unrealized Value" and "Total Realized/Unrealized Gain/(Loss)" are net of €2.9 million of unrealized net currency loss. (57) Total invested capital includes amounts invested by BREP VI and Blackstone (including its side-by-side investments), but excludes co-investment amounts made by Blacicstorres limited partners and their affiliates. (58) Represents the gross IRR based on proceeds received through September 30, 2015 and the general partner's estimated valuations as of September 30. 2015. The net IRR for these realized/unrealized investments is approximately 13.2% after management fees. organizational and partnership expenses. and the general partner's allocation of profits but does not include taxes or withholdings incurred by the limited partners directly or indirectly through withholdings by the partnership. Investments valued at original cost are included in the computation of the unrealized returns. There can be no assurance that unrealized value of the investments will be realized at the valuations shown. For realized investments. capital was outstanding on a weighted average basis for 2.7 years. For realized/unrealized investments. capital has been outstanding on a weighted average basis for 5.0 years as of September 30, 2015. The gross IRR and holding periods are calculated based on the date capital is drawn from the limited partners until the date a realized investment was disposed of, or through September 30, 2015, for unrealized investments. For gross IRR purposes. current income is recorded on the date the quarter ended. The net IRR is calculated based on the date capital is drawn from the limited partners until the date the proceeds from sale or current income is distributed to the limited partners, or through September 30, 2015, for unrealized investments. (59) The unrealized value reflects the market price of SeaWorid Parks & Entertainment (NYSE:SEAS) common stock of $17.81/share plus an accrued dividend. Blackstone Capital Partners V In, one of Blackstone's Private Equity funds, also participated in this investment and invested $650.0 million of capital. excluding $110.0 million of BCP limited partner co-investment. (60) Total invested capital excludes S262.7 million of limited partner co-investment. (61) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 9.2x terminal EBITDA multiple. (62) The unrealized value represents the general partner's estimate of the value of this investment based on estimates on the pace of land development, the sales of completed condominiums and the sale of land parcels. (63) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.0% terminal capitalization rate. (64) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 7.7% terminal capitalization rate for income producing properties. (65) The unrealized value reflects the market price of Brixmor Property Group (NYSE:BRX) common stock of S23.48/share as of September 30, 2015. The unrealized value is reduced by a debt financing collateralized by a portion of our remaining stock in BRX. Brixmor invested capital excludes $1.3 billion of BREP limited partner co—investment. ER305378-MAXWELL Blackstone Real Estate Partners Europe V 165 CONFIDENTIAL UBSTERRAMAR00002012 EFTA00237643

Overview of Blackstone Real Estate Investments (66) Per the "Total — Realized/Partially Realized" line item, "Unrealized Value", "Total Realized/Unrealized Value" and "Total Realized/Unrealized Gain/ (Loss)" are net of S88.5 million of unrealized net currency loss. (67) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming an 8.0% terminal capitalization rate. (68) The unrealized value reflects the market price of Caesar's Entertainment Corp (NASDAQ:CZR) common stock of $5.89/share as well as Caesar's Acquisition Company (NASDAQ:CACQ) common stock of $7.10/share less a 6% illiquidity discount. Blackstone Capital Partners V •., one of Blacicstorre's Private Equity funds, also participates in this investment and invested $160.1 million of capital. (69) The unrealized value represents the general partner's estimate of the value of this investment based on a discounted cash flow analysis associated with the developmental project (70) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 7.0% terminal capitalization rate. (71) The unrealized value reflects the market price of Extended Stay (NYSE:STAY) common stock of $16.78/share as of September 30, 2015. (72) The unrealized value represents the option value of this investment or .05x the remaining invested capital basis plus cash on hand. (73) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.8% terminal capitalization rate. (74) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.4% terminal capitalization rate. (75) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a blended 6.3% terminal capitalization rate (76) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming an 8.5% terminal capitalization rate. (77) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.5% terminal capitalization rate. (78) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.5% terminal capitalization rate. (79) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming an 8.5% terminal capitalization rate. (80) Hilton Timeshare invested capital excludes $60.9 million of BREP limited partner co-investment. (81) Per the "Total - Unrealized" line item. "Unrealized Value". "Total Realized/Unrealized Value" and "Total Realized/Unrealized Gain/(Loss)" are net of $176.3 million of unrealized net currency loss. (82) Total invested capital includes amounts invested by BREP Europe III and Blackstone (including its side-by-side investments). but excludes co-investments made by Blackstone's limited partners and their affiliates. (83) Represents the gross IRR based on proceeds received through September 30, 2015 and the general partner's estimated valuations as of September 30. 2015. The net IRR for these realized/unrealized investments is approximately 19.7% after management fees, organizational and partnership expenses, and the general partner's allocation of profits but does not include taxes or withholdings incurred by the limited partners directly or indirectly through withholdings by the partnership. Them can be no assurance that unrealized value of the investments will be realized at the valuations shown. For realized investments, capital was outstanding on a weighted average basis for 2.5 years. For realized/unrealized investments, capital has been outstanding on a weighted average basis for 2.6 years as of September 30, 2015. The gross IRR and holding periods are calculated based on the date capital is drawn from the limited partners until the date a realized investment was disposed of. or through September 30, 2015, for unrealized investments. For gross IRR purposes. current income is recorded on the date the quarter ended. The net IRR is calculated based on the date capital is drawn from the limited partners until the ER305378-MAXWELL 166 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00002013 EFTA00237644

Overview of Blackstone Real Estate Investments date the proceeds from sale or current income is distributed to the limited partners, or through September 30, 2015, for unrealized investments. (84) Pcr the "Total — Realized/Partially Realized" line item, "Unrealized Value", "Total Realized/Unrealized Value" and "Total Realized/Unrealized Gain/(Loss)" are net of €18.6 million of unrealized net currency gain. (85) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 7.8% terminal capitalization rate. (86) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a blended 5.6% terminal capitalization rate. (87) The unrealized value represents 91.5% of the face value of the note. (88) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.7% terminal capitalization rate. (89) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 4.4% terminal capitalization rate. (90) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a blended 7.9% terminal capitalization rate. (91) The unrealized value reflects the market price of Gecina SA (EPA: GFC) common stock of €108.95/share as of September 30. 2015. Total invested capital excludes €1.2 billion of limited partner co-investment. (92) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 4.8% terminal capitalization rate. (93) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.6% terminal capitalization rate. (94) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 7.5% terminal capitalization rate. (95) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 7.3% terminal capitalization rate. (96) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 4.3% tenninal capitalization rate. (97) The unrealized value represents 84.7% of the face value of the note. (98) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.0% tennirvil capitalization rate. (99) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.3% terminal capitalization rate. Total realized proceeds include third quarter proceeds distributed in Q4 2015 of €25.0 million and S9.0 million for BREP Europe III and BREP VII. respectively. (100) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.8% terminal capitalization rate. (101) Per the "Total - Unrealized" line item, "Unrealized Value". "Total Realized/Unrealized Value" and "Total Realind/Umtalized Gain/(Loss)" are net of €142.8 million of unrealized net currency gain. (102) Total invested capital includes amounts invested by BREP VII and Blackstone (including its side-by- side investments). but excludes co-investment amounts made by Blackstone's limited partners and their affiliates. (103) Represents the gross IRR based on proceeds received through September 30, 2015 and the general partner's estimated valuations as of September 30. 2015. The net IRR for these realized/unrealized investments is approximately 24.5% after management fees, organizational and partnership expenses. and the general partner's allocation of profits but does not include taxes or withholdings incurred by the limited partners directly or indirectly through withholdings by the partnership. Investments valued at original cost are included in the computation of the unrealized returns. There can be no assurance that unrealized value of the investments will be realized at the valuations shown. For realized investments, ER305378-MAXWELL Blackstone Real Estate Partners Europe V 167 CONFIDENTIAL UBSTERRAMAR00002014 EFTA00237645

Overview of Blackstone Real Estate Investments capital was outstanding on a weighted average basis for 1.5 years. For realized/unrealized investments, capital has been outstanding on a weighted average basis for 1.7 years as of September 30. 2015. The gross IRR and holding periods are calculated based on the date capital is drawn from the limited partners until the date a realized investment was disposed of, or through September 30, 2015, for unrealized investments. For gross IRR pumoses, current income is recorded on the date the quarter ended. The net IRR is calculated based on the date capital is drawn from the limited partners until the date the proceeds from sale or current income is distributed to the limited partners. or through September 30, 2015, for unrealized investments. (104) The unrealized value represents the general partner's estimate of the value of this investment based on a discounted cash flow analysis assuming various outcomes on the underlying investments. (105) The unrealized value represents 57% of the face value of the note. (106) The unrealized value represents 24% of the face value of the note. (107) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.9% terminal capitalization rate. (108) Per the "Total — Realized/Panially Realized" line item. "Unrealized Value". "Total Realized/Unrealized Value" and "Total Realized/Unrealized Gain/ (Loss)" are net of $19.5 million of unrealized net currency loss. (109) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming an 8.5% terminal capitalization rate. (110) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.0% terminal capitalization rate. (Ill) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 8.3x terminal EBITDA (112) The unrealized value represents the general partner's estimate of the value of this investment based on actual purchase prices and refurbishment costs, recognition of 60% of the purchase price discount to market value and retail home price appreciation since acquisition. (113) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 7.5% terminal capitalization rate. (114) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.r4 terminal capitalization rate. (115) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming an 8.3x termirml EBITDA multiple. (116) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a blended 8.5% terminal capitalization rate. (117) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a blended 6.0% terminal capitalization rate. (118) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.0% terminal capitalization rate. (119) The unrealized value represents the general partner's estimate of the value of this investment based on a discounted cash flow analysis associated with the developmental project. (120) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 4.2% terminal capitalization rate. (121) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 7.0% terminal capitalization rate. (122) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming an 8.5% terminal capitalization rate. (123) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.0% terminal capitalization rate. (124) Total invested capital excludes $999.9 million of limited partner co—investment. ER305378-MAXWELL 168 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00002015 EFTA00237646

Overview of Blackstone Real Estate Investments (125) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 10.5x terminal EBITDA multiple. (126) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.3% terminal capitalization rate. (127) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.0% terminal capitalization rate. (128) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 12.0x terminal EBITDA multiple. (129) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 7.8% terminal capitalization rate. (130) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 7.5% terminal capitalization rate. (131) Total invested capital excludes $300 million of limited partner co—investment. Blackstone Tactical Opportunities also participates in this investment and invested $99.2 million of capital. (132) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming an 8.0% terminal capitalization rate. (133) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 7.0% terminal capitalization rate. (134) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.2% terminal capitalization rate. (135) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 4.6% terminal capitalization rate. (136) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.1% terminal capitalization rate. (137) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.0% terminal capitalization rate. (138) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 4.5% terminal capitalization rate. (139) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.9% terminal capitalization rate. (140) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming an 8.6x terminal EBITDA multiple. (141) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 7.5% terminal capitalization rate. (142) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.2% terminal capitalization rate. (143) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a blended 7.0% terminal capitalization rate. (144) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.8% terminal capitalization rate. Total realized proceeds include third quarter proceeds distributed in Q4 2015 of €46.7 million and $13.3 million for BREP Europe IV and BREP VII. respectively. (145) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a blended 6.8% terminal capitalization rate. (146) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 7.8% terminal capitalization rate. (147) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming an 12.0x terminal EBITDA multiple. ER305378-MAXWELL Blackstone Real Estate Partners Europe V 169 CONFIDENTIAL UBSTERRAMAR00002016 EFTA00237647

Overview of Blackstone Real Estate Investments (148) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 3.6% terminal capitalization rate. (149) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.0% terminal capitalization rate. (150) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.3% terminal capitalization rate. (151) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.2% terminal capitalization rate. (152) Blackstone Tactical Opportunities Equity also participates in this investment and invested 5100.0 million of capital. (153) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 7.0% terminal capitalization rate. (154) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 3.1% terminal capitalization rate. (155) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming an 8.5% terminal capitalization rate. (156) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 4.4% terminal capitalization rate. (157) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.8% terminal capitalization rate. (158) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.9% terminal capitalization rate. (159) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.9% terminal capitalization rate. (160) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming an 8.5% terminal capitalization rate. (161) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming an 12.5x terminal EBITDA multiple. (162) The unrealized value represents the general partner's estimate of the value of this investment based on estimates on the sues of residential units. (163) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.5% terminal capitalization rate. (164) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.4% terminal capitalization rate. (165) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.7% terminal capitalization rate. (166) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.1% terminal capitalization rate. (167) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.4% terminal capitalization rate. (168) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 7.5% terminal capitalization rate. (169) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.8% terminal capitalization rate. (170) Blackstone Total Alternatives Solution participates in this investment and invested $25.0 million. (171) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.8% terminal capitalization rate. ER305378-MAXWELL 170 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00002017 EFTA00237648

Overview of Blackstone Real Estate Investments (172) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.5% terminal capitalization rate. (173) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming an 8.5% terminal capitalization rate. (174) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.3% terminal capitalization rate. (175) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.5% terminal capitalization rate. (176) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.8% terminal capitalization rate. (177) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.0% terminal capitalization rate. (178) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 7.5% terminal capitalization rate. (179) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.1% terminal capitalization rate. (180) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 7.1% terminal capitalization rate. (181) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.3% terminal capitalization rate. (182) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.0% terminal capitalization rate. (183) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming an 11.5x terminal EBITDA multiple. (184) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.3% terminal capitalization rate. Total realized proceeds include third quarter proceeds distributed in Q4 2015 of f5.2 million and $1.5 million for BREP Europe IV and BREP VII, respectively. (185) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 4.8% terminal capitalization rate. (186) The unrealized value represents 42% of the face value of the note. (187) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 4.5% terminal capitalization rate. (188) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.8% terminal capitalization rate. (189) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.8% terminal capitalization rate. (190) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming an 8.5% terminal capitalization rate. (191) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.5% terminal capitalization rate. (192) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.9% terminal capitalization rate. (193) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 4.0% terminal capitalization rate. (194) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.1% terminal capitalization rate. ER305378-MAXWELL Blackstone Real Estate Partners Europe V 171 CONFIDENTIAL UBSTERRAMAR00002018 EFTA00237649

Overview of Blackstone Real Estate Investments (195) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming an 12.Ox terminal EBITDA multiple. (1%) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.3% terminal capitalization rate. (197) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 6.3% temtinal capitalization rate. (198) Per the "Total - Unrealized" line item. "Unrealized Value", -Total Realized/Unrealized Value" and "Total Realized/Unrealized Gain/(Loss)" are net of $613.7 million of unrealized net currency loss. (199) Total invested capital includes amounts invested by BREP Asia and Blackstone (including its side-by- side investments), but excludes co-investment amounts made by Blackstone's limited partners and their affiliates. (200) Represents the gross IRR based on proceeds received through September 30, 2015 and the general partner's estimated valuations as of September 30, 2015. The net IRR for these unrealized investments is approximately 14.2% after management fees, organizational and partnership expenses, and the general partner's allocation of profits but does not include taxes or withholdings incurred by the limited partners directly or indirectly through withholdings by the partnership. Investments valued at original cost are included in the computation of the unrealized returns. There can be no assurance that unrealized value of the investments will be realized at the valuations shown. For realized/unrealized investments, capital has been outstanding on a weighted average basis for 1.2 years as of September 30, 2015. The gross IRR and holding periods are calculated based on the date capital is drawn from the limited partners until the date a realized investment was disposed of, or through September 30, 2015, for unrealized investments. For gross IRR purposes. current income is recorded on the date the quarter ended. The net IRR is calculated based on the date capital is drawn from the limited partners until the date the proceeds from sale or current income is distributed to the limited partners, or through September 30, 2015. for unrealized investments. (201) Per the "Total — Unrealized" line item, "Unrealized Value", "Total Realized/Unrealized Value' and "Total Realized/Unrealized Gain/(Loss)" are net of S223.8 million of unrealized net currency loss. (202) Total invested capital includes amounts invested by BREP Europe IV and Blackstone (including its side-by-side investments), but excludes co-investment amounts made by Blackstone's limited partners and their affiliates. (203) Represents the gross IRR based on proceeds received through September 30. 2015 and the general partner's estimated valuations as of September 30, 2015. The net IRR for these unrealized investments is approximately 21.4% after management fees, organizational and partnership expenses, and the general partner's allocation of profits but does not include taxes or withholdings incurred by the limited partners directly or indirectly through withholdings by the partnership. Investments valued at original cost are included in the computation of the unrealized returns. There can be no assurance that unrealized value of the investments will be realized at the valuations shown. For realized investments. capital was outstanding on a weighted average basis for five months. For realized/unrealized investments, capital has been outstanding on a weighted average basis for 11 months as of September 30, 2015. The gross IRR and holding periods are calculated based on the date capital is drawn from the limited partners until the date a realized investment was disposed of, or through September 30, 2015, for unrealized investments. For gross IRR purposes. current income is recorded on the date the quarter ended. The net IRR is calculated based on the date capital is drawn from the limited partners until the date the proceeds from sale or current income is distributed to the limited partners, or through September 30. 2015. for unrealized investments. (204) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 5.0% terminal capitalization rate. (205) Pcr the "Total - Unrealized" line item, "Unrealized Value", "Total Realized/Unrealized Value" and "Total Realized/Unrealized Gain/(Loss)" are net of €64.8 million of unrealized net currency gain. (206) Total invested capital includes amounts invested by BREP VIII and Blackstone (including its side-by- side investments). ER305378-MAXWELL 172 Blackstone Real Estate Partners Europe V CONFIDENTIAL UBSTERRAMAR00002019 EFTA00237650

Overview of Blackstone Real Estate Investments (207) Represents the gross IRR based on the estimated valuations as of September 30, 2015. The net IRR for these unrealized investments is not meaningful at this time. There can be no assurance that unrealized value of the investments will be realized at the valuations shown. For realized/unrealized investments. capital was outstanding on a weighted average basis for one month. The gross IRR and holding periods are calculated based on the date capital is drawn from the limited partners until the date a realized investment was disposed of, or through September 30, 2015, for unrealized investments. For gross IRR purposes, current income is recorded on the date the quarter ended. The net IRR is calculated based on the date capital is drawn from the limited partners until the date the proceeds from sale or current income is distributed to the limited partners, or through September 30, 2015, for unrealized investments. (208) The unrealized value represents the general partner's estimate of the value of this investment based on a 5-year discounted cash flow analysis assuming a 7.0% terminal capitalization rate. (209) Per the "Total — Unrealized" line item, "Unrealized Value". "Total Realized/Unrealized Value" and "Total Realized/Unrealized Gain/(Loss)" arc net of $1.7 million of unrealized net currency gain. (210) BREP VIII commenced its investment activities in April 2015 and the returns for BREP VIII are likely to decline over time. The track record information presented herein relates to investments that constituted a larger transaction in GE Capital Real Estate by Blackstone. Such investments may not be representative of the investments to be made by BREP VIII generally, and other investments to be made by BREP VIII (and the returns thereon) may be more consistent with the investment strategy and investment objectives of BREP VIII. ER305378-MAXWELL Blackstone Real Estate Partners Europe V 173 CONFIDENTIAL UBSTERRAMAR00002020 EFTA00237651

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Appendix B Limited Liability Company Agreement of AlphaKeys European Real Estate Opportunities Fund II, L.L.C. ER305378-MAXWELL CONFIDENTIAL UBSTERRAMAR00002022 EFTA00237653

ALPHAKEYS EUROPEAN REAL ESTATE OPPORTUNITIES FUND II, L.L.C. This LIMITED LIABILITY COMPANY AGREEMENT of ALPHAKEYS EUROPEAN REAL ESTATE OPPORTUNITIES FUND II, L.L.C., a Delaware limited liability company (the "Fund") is made and entered into as of f 1 2O16, by and among the Persons listed in the Member Register as Members. RECITALS: WHEREAS, the Fund was formed under the Act pursuant to a Certificate of Formation filed with the Secretary of State of the State of Delaware, with UBSFA as the initial Member of the Fund (the "Initial Member")• and WHEREAS, the parties hereto wish to effect the following: (a) the admission of the Members listed on the signature pages hereto as members of the Fund; (b) the withdrawal of the Initial Member; and (c) the continuation of the Fund on the terms set forth herein. NOW, THEREFORE, the parties hereto hereby agree to continue the Fund, as follows: ER305378-MAXWELL B-1 CONFIDENTIAL UBSTERRAMAR00002023 EFTA00237654

ARTICLE I GENERAL PROVISIONS 1.1. Definitions. As used herein, the following terms shall have the meanings set forth below: "20% in Interest" shall mean, as of any date, Non-Defaulting Members that then in the aggregate have Capital Commitments of in excess of 20% of the Capital Commitments of all Non-Defaulting Members. "fiscr shall mean the Delaware Limited Liability Company Ad, 6 Del C. § 18-101 et seq., as amended, and any successor to such statute. "Additional Costs" shall have the meaning set forth in Section 10.2(c). "Additional Member" shall mean any Person admitted to the Fund as a Member after the Initial Closing, other than Substitute Members admitted to the Fund as contemplated by Sections 5.3(c) or (d), 10.1(d) and 10.3. "Adjustment Date" shall mean the last day of each Fiscal Year or any other date that the Member Designee determines to be appropriate for an interim closing of the Fund's books. "Administrative Fee" shall have the meaning set forth in Section 7.1. "Administrative Services Agreement" shall mean the Administrative Services Agreement entered into between the Fund and the Administrator, including any amendments thereto. "Administrator" shall initially mean UBSFA, a Delaware limited liability company, in its capacity as administrator of the Fund pursuant to the Administrative Services Agreement, and shall include any successor (other than any successor administrator appointed in connection with a termination of the Administrative Services Agreement) and permitted assigns in such capacity. "Advisers Ad" shall mean the Investment Advisers Ad of 1940, as amended from time to time, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. "Advisory Proaram" shall mean the UBS Institutional Consulting program or another UBSFS advisory program, as permitted by the Administrator in its sole discretion, pursuant to which UBSFS or its Affiliates will receive a fee directly from participants therein. "Affiliate" shall mean, with respect to any Person, another Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term "control" and its corollaries mean, without limitation, (i) the direct or indirect ownership of in excess of 50% of the equity interests (or interests convertible into or otherwise exchangeable for equity interests) in a Person or (ii) the possession of the direct or indirect right to vote in excess of 50% of the voting Securities or elect in excess of 50% of the board of directors or other governing body of a Person (whether by Securities ownership, contract or otherwise), and "Affiliated" shall have the correlative meaning. "Affiliated Members" shall mean Members who are officers, directors, employees of, or Persons otherwise Affiliated with, the Administrator or any of its Affiliates. For the avoidance of doubt, the Member Designee, acting in such capacity, shall not be deemed an Affiliated Member for purposes of this Agreement. ER305378-MAXWELL B-2 CONFIDENTIAL UBSTERRAMAR00002024 EFTA00237655

"Agreement" shall mean this Limited Liability Company Agreement, as amended, supplemented or restated from time to time. "Alternative Vehicle" shall have the meaning set forth in Section 4.5. "Attorney-in-Fact" shall have the meaning set forth in Section 12.2(a). "Attributable Event" shall have the meaning set forth in Section 2.5(e). "Attribution Rules" shall mean the ownership attribution rules of the FCC, including, but not limited to, 47 C.F.R. §§ 20.6(e); 21.912, Note 1; 24.709; 24.720; 26.101(b), (c); 73.3555, Note 2(g); 74.931(j), Note 1; 76.501, Note 2(g); 76.503, Note 2; 76.504, Note 1; 76.505(g); Attribution Reconsideration Order, 58 Radio Regulation 2d 604 (1985); Further Attribution Reconsideration Order 1 FCC Rcd 802 (1986), Report and Order 14 FCC Rcd 12559 (1999); Report and Order 14 FCC Rcd 19014 (1999)• Memorandum Opinion and Second Order on Reconsideration 16 FCC Rcd 1067 (2001); and Memorandum Opinion and Order on Reconsideration 16 FCC Rcd 1097 (2001), all as the same may be amended or supplemented from time to time. "Available Assets" shall mean, as of any date, the excess of (a) the cash, cash equivalent items and the Value of Temporary Investments then held by the Fund less (b) the sum of such amounts as the Member Designee determines to be necessary for (i) the payment of Fund Expenses, whether fixed or contingent, including capital contributions or anticipated contributions to the Underlying Fund or Underlying Fund Manager, and (ii) the establishment of appropriate reserves for Fund Expenses as may arise, including the maintenance of adequate working capital for the continued conduct of the Fund's investment activities and operations, or for any other purpose as the Member Designee may deem appropriate. "Bad Actor" shall mean any person who is or has been subject to, is experiencing, or has experienced (in each case, within the period of time prescribed by the applicable disqualifying or disdosable event under Rule 506(d), assuming the Fund were engaged in a sale of its Interests as of the date of any determination of such person's status by the Member Designee) any of the events described in clauses (i)-(viii) under Rule 506(d)(1). "Benefit Plan Investor" shall mean (a) any employee benefit plan subject to ERISA, (b) any "plan" described in Section 4975(eX1) of the Code, and (c) any entity that is treated as having "plan assets" of such plans by reason of the Plan Assets Regulation or otherwise. "FLESI" shall mean the U.S. Bank Holding Company Act of 1956, as amended. "Brokerage Account" shall have the meaning set forth in Section 5.2(e). "Business Day" shall mean any day other than (a) Saturday and Sunday and (b) any other day on which banks located in New York City are required or authorized by law to remain closed. "Capital Account" shall have the meaning set forth in Section 6.1. "Capital Call Date" shall have the meaning set forth in Section 5.2(a). "Capital Call Notice" shall have the meaning set forth in Section 5.2(a). ER305378-MAXWELL B-3 CONFIDENTIAL UBSTERRAMAR00002025 EFTA00237656

"Capital Calls" shall mean the calls by the Member Designee for Capital Contributions by the Members from time to time pursuant to Section 5.2. "Capital Commitment" shall mean, with respect to any Member and as of any date, the amount then set forth opposite the name of such Member in the Member Register as such Member's capital commitment to the Fund. "Capital Contribution" shall mean, with respect to any Member, the Initial Capital Contribution of such Member, the amount of capital contributed by such Member to the Fund pursuant to a single Capital Call or the aggregate amount of such contributions that have been made by such Member to the Fund, as the context may require. "Cayman Vehicle" shall have the meaning set forth in Section 4.6. "Claims" shall have the meaning set forth in Section 9.1(a). "Closing" shall mean the Initial Closing and any date as of which the Member Designee shall admit one or more Subsequent Members to the Fund pursuant to this Agreement and one or more Investor Applications or permit an increase in the Capital Commitment of any previously admitted Member in accordance with Section 10.2. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. "Company Minimum Gain" has the same meaning as "partnership minimum gain" set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d). "Confidential Information" means the name or address (whether business, residence or mailing) of any Member or any other information relating to the Fund, the Portfolio Investments (as defined below), the Members, the Administrator, the Member Designee, the Underlying Fund (including its investments and portfolio companies), the Underlying Fund GP and the Underlying Fund Manager (each as defined below) that is not generally available to the public, except, with respect to a Member, any information in such Member's possession from a third party which is under no obligation to maintain the confidentiality of such information. For the avoidance of doubt, "Confidential Information" shall include information about the Fund obtained by a Member, including, without limitation, information disdosed to such Member by such Member's financial or other advisors. "Conflicts Review Committee" shall mean such committee or independent representative appointed by the Member Designee to seek the approval in connection with any transactions that require approval under the Investment Advisers Act of 1940, as amended, including Section 206(3) thereunder, or otherwise. To the extent permitted by law, the approval of the Conflicts Review Committee will be binding upon the Fund and each of the Members. The Conflicts Review Committee will not participate in the management or control of the Fund. The Fund may pay the members of the Conflicts Review Committee an initial fee and a fee for each review sought by the Member Designee. "Covered Person" shall mean the Administrator and its Affiliates, any Member Designee (including, without limitation, in its capacity as Tax Matters Partner and/or Attorney-in-Fact) and its Affiliates, members of the Conflicts Review Committee, and the members of any each of the current and former shareholders, directors, officers, principals, trustees, partners, members, employees, managers and agents of any of them, and any other Person ER305378-MAXWELL B-4 CONFIDENTIAL UBSTERRAMAR00002026 EFTA00237657

designated by the Member Designee as a Covered Person who serves on behalf of the Fund. "Credit Provider" shall have the meaning set forth in Section 4.2. "Damages" shall have the meaning set forth in Section 9.1(a). "Default" shall have the meaning set forth in Section 5.3(a). "Defaulted Amount" shall have the meaning set forth in Section 5.3(b). "Defaulted Capital Commitment" shall have the meaning set forth in Section 5.3(c). "Defaulting Member" shall have the meaning set forth in Section 5.3(a). "Disabling Conduct" shall mean, with respect to any Person, fraud, willful misfeasance, conviction of a felony, willful violation of law, gross negligence, or reckless disregard of duties in the conduct of such Person's office, in each case having a material adverse effect on the Fund. "Distributable Cash" shall mean cash received by the Fund from the sale or other disposition of, or dividends, distributions, interest or other income from or in respect of, a Portfolio Investment, or otherwise received by the Fund, other than Capital Contributions; provided that the Member Designee may determine to reduce the amount of proceeds from dispositions of Portfolio Investments to be distributed by such amounts as the Member Designee determines to be necessary for (a) the payment of Fund Expenses, whether fixed or contingent, (including capital contributions to the Underlying Fund or Underlying Fund Manager Fees and Expenses) and (b) the establishment of appropriate reserves for such Fund Expenses as may arise, or in anticipation of future funding in the discretion of the Member Designee, including the maintenance of adequate working capital for the continued conduct of the Fund's investment activities and operations, and such amounts shall not constitute "Distributable Cash". "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. "FATCA" shall have the meaning set forth in Section 6.16. "FCC" shall mean the Federal Communications Commission. "Final Underlying Fund Closing Date" shall mean the last day on which a purchase of a limited partnership interest in the Underlying Fund can be closed under the Underlying Fund Documents. "Financial Company" means (i) an insured bank as defined in 12 U.S.C. § 1813(h), (ii) any institution (induding, without limitation, industrial loan companies and industrial banks) organized under the laws of the United States, any State of the United States, the District of Columbia, any territory of the United States, Puerto Rico, Guam, American Samoa, or the Virgin Islands which both (A) accepts demand deposits or deposits that the depositor may withdraw by check or similar means for payment to third parties or others and (B) is engaged in the business of making commercial loans, (iii) a company registered as a bank holding company with the Board of Governors of the Federal Reserve System pursuant to ER305378-MAXWELL B-5 CONFIDENTIAL UBSTERRAMAR00002027 EFTA00237658

12 U.S.C. § 1842 and the regulations promulgated thereunder or an entity deemed to be a bank holding company pursuant to such regulations, (iv) a savings association as defined in 12 U.S.C. § 1813(b), (v) a company registered as a savings and loan holding company with the Board of Governors of the Federal Reserve System pursuant to 12 U.S.C. § 1467a, or (vi) any entity that controls or is deemed to control any of the entities described in the preceding clauses (i) through (v). "Fiscal Year" shall mean the fiscal year of the Fund, as set forth in Section 1.5. "Fund" shall have the meaning set forth in the preamble hereto. "Fund Expenses" shall mean costs, expenses and liabilities that in the judgment of the Member Designee are incurred by or arise out of the operation and activities of the Fund, including but not limited to: (a) the Administrative Fee and other administrative fees and expenses, including fees to a custodian and other providers of administrative or support services; (b) the fees, costs and expenses relating to consummated Portfolio Investments and proposed but unconsummated investments, including the evaluation, acquisition, holding and disposition thereof; (c) the Fund's allocable share of the fees and expenses of the Underlying Fund and Underlying Fund Manager Fees and Expenses, to the extent that such fees and expenses are not reimbursed by the Underlying Fund or another third Person; (d) interest and any other expenses related to any Fund borrowings; (e) fees, costs and expenses related to the purchase, holding and sale of Temporary Investments, including advisory or managerial fees, costs and expenses payable to the Member Designee, the Administrator, one of their Affiliates or another third party in connection therewith; (f) premiums for insurance protecting the Fund and any Covered Persons from liabilities in connection with Fund affairs; (g) legal, custodial, auditing, accounting and banking fees and expenses, including fees and expenses associated with the preparation of the Fund's financial statements, tax returns and Schedule K-1s; (h) consulting and marketing fees and expenses; (i) costs of computing the value of the Fund's assets, induding without limitation appraisal and valuation expenses; (j) investor servicing expenses; (k) costs associated with the maintenance of books and records (including investment reporting); (I) costs and expenses associated with complying with government requirements, induding any applicable federal or state laws; (m) costs of printing and mailings; (n) costs and expenses that are classified as extraordinary expenses under generally accepted accounting principles as well as extraordinary expenses such as litigation expenses and payments for indemnification of the Member Designee, the Administrator, the Underlying Fund and other Persons to whom the Fund may have a contractual indemnification obligation; (o) other out-of-pocket fees and expenses incurred by the Member Designee, the Administrator and any service providers; (p) taxes and other governmental charges, fees and duties payable by the Fund; (q) Damages; (r) costs and expenses of reporting to the Members and any meetings of Members; (s) costs and expenses of any feeder vehicle organized to invest in the Fund, including any organizational expenses thereof; (t) any amounts necessary to fund a Defaulting Member's Defaulted Amount (including the amount of any borrowing) and any costs associated with the foregoing in the event that the Fund is unable to recover such amounts from the Defaulting Member; and (u) costs of winding up and liquidating the Fund; but not including Organizational Expenses. "Initial Capital Contribution" shall have the meaning set forth in Section 5.2(a). "Initial Closing" shall mean the initial closing of the sale of Interests in the Fund which will occur on such date as the Member Designee may determine. ER305378-MAXWELL B-6 CONFIDENTIAL UBSTERRAMAR00002028 EFTA00237659

"Initial Member" shall mean UBSFA. "Interest(s)" shall mean, as of any date, the entire limited liability company interest in the Fund owned by a Member as of such date, induding the right of such Member to any and all benefits to which a Member may be entitled under this Agreement, together with the obligations of such Member to comply with all the terms and provisions of this Agreement. "Investment Company Act" shall mean the Investment Company Act of 1940, as amended from time to time, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. "Investment Period" shall mean the period commencing on the date hereof and ending upon the termination of the investment period of the Underlying Fund, in accordance with the terms of the Underlying Fund Documents. "Investment Period Expiration Date" shall mean the expiration of the final date of the Investment Period, in accordance with the terms of the Underlying Fund Documents. "Investor Application" shall mean, with respect to any Member, the Investor Application executed by such Member in connection with such Member's purchase of an Interest in the Fund. "Limited Voting Member" shall have the meaning set forth in Section 2.1(f) hereof. "Majority in Interest" shall mean, as of any date, the Non-Defaulting Members that then in the aggregate have Capital Commitments of in excess of 50% of the Capital Commitments of all Non-Defaulting Members. "Marketable Securities" shall mean Securities that are (i) traded on an established U.S. national or non-U.S. securities exchange or (ii) reported through NASDAQ or a comparable established non-U.S. over-the-counter trading system or (iii) otherwise traded over-the- counter or purchased and sold in transactions effected pursuant to Rule 144A under the Securities Act, in each case that the Member Designee believes are marketable at a price approximating their Value within a reasonable period of time. "Media Company" shall mean any business in which the Fund or the Underlying Fund has made an equity investment, a debt with equity investment or a debt-only investment, to the extent such investment is subject to the FCC's "equity plus debt" rule, that, directly or indirectly, owns, controls or operates a broadcast radio or television station, a U.S. cable television system, a "daily newspaper" (as such term is defined in 47 C.F.R. § 73.3555 of the FCC's rules), a multipoint multichannel distribution system, a local multipoint distribution system, an open video system, a commercial mobile radio service or any other communications facility the operations of which are subject to regulation by the FCC under the Communications Act of 1934, as amended; in addition to (A) the Attribution Rules; or (B) the Ownership Rules. "Member Designee" shall be (i) the Administrator, pursuant to the delegation set forth in Section 2.1(b), (ii) upon the termination of the delegation to the Administrator set forth in Section 2.1(b), a Qualified Replacement appointed pursuant to Section 2.1(c), or (iii) upon the termination of the delegations to the Administrator and any Qualified Replacement set forth in Section 2.1(b), the Members acting by a Majority in Interest (excluding for such ER305378-MAXWELL B-7 CONFIDENTIAL UBSTERRAMAR00002029 EFTA00237660

purpose any Affiliated Members) unless a higher percentage in Interest vote is required hereunder. "Member Nonrecourse Debt Minimum Gain" means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if the Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury Regulations Section 1.704-2(0(3). "Member Nonrecourse Debt" has the same meaning as the term "partner nonrecourse debt" set forth in Treasury Regulations Section 1.7O4 -2(b)(4). "Member Nonrecourse Deductions" has the same meaning as the term "partner nonrecourse deductions" set forth in Treasury Regulations Sections 1.704-2(i(1) and 1.704- 2(0(2). "Member Resister" shall have the meaning set forth in Section 3.4. "Members" shall mean, as of any date, the Persons then listed in the Member Register as investors in the Fund, and shall include their successors and permitted assigns to the extent admitted to the Fund as members in accordance with the terms hereof, in their capacities as Members of the Fund, and shall exclude any Person that ceases to be a Member in accordance with the terms hereof. "NASDAQ" shall mean the automated screen-based quotation system operated by the Nasdaq Stock Market, Inc., or any successor thereto. "Non-Defaulting Members" shall have the meaning set forth in Section 5.3(b). "Nonrecourse Deductions" shall have the meaning specified in Treasury Regulations Section 1.752-1(a)(2). "Nonrecourse Liability" shall have the meaning specified in Treasury Regulations Section 1.704-2(b(3). "Offering Memorandum" means the Confidential Offering Memorandum of the Fund, dated January 2016, as amended or otherwise supplemented from time to time. "Organizational Expenses" shall mean all costs and expenses incurred in connection with the formation and organization of, and sale of Interests (at any Closing) in, the Fund, as determined by the Member Designee, including all out-of-pocket legal, accounting, consulting, marketing, printing, travel (including travel by employees or agents of the Placement Agent related to the offering) and filing fees and expenses, but not including Placement Fees or Fund Expenses. "Ownership Rules" shall mean the multiple and cross-ownership rules of the FCC, including, but not limited to, 47 C.F.R. §§ 2O.6(d); 21.912; 24.709; 24.720; 26.1O1(a); 73.3555; 74.931(k), (j); 76.501; 76.503; 76.504; 76.505; and any other regulations or written policies of the FCC which limit or restrict ownership in Media Companies, all as the same may be amended or supplemented from time to time. "Parallel Fund" shall have the meaning set forth in Section 4.4. ER305378-MAXWELL B-8 CONFIDENTIAL UBSTERRAMAR00002030 EFTA00237661

"Period" shall mean, in the case of the first Period, the period commencing on the date of this Agreement and ending on the next succeeding Adjustment Date, and thereafter shall mean the Period commencing on the day after an Adjustment Date and ending on the next Adjustment Date. "Person" shall mean any individual or entity, including (but not limited to) a corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust, unincorporated association, sole proprietorship, government or governmental agency or authority "and any other person" within the meaning of §18- 101(12) of the Act. "Placement Agent" shall mean UBSFS. "Placement Agreement" shall mean the Placement Agreement entered into between the Fund and the Placement Agent as contemplated by Section 1.10(a). "Placement Fee" shall have the meaning set forth in Section 1.10(b). "Kan Assets Regulation" shall mean the Department of Labor plan assets regulations, 29 C.F.R. § 2510.3-101, or any successor thereto. "Portfolio Investments" shall mean investments made by the Fund, including any Temporary Investments and any investment in the Underlying Fund. "Proceeding" shall have the meaning set forth in Section 9.1(a). "Qualified Replacement" shall mean a party that is suitability qualified to manage the affairs of the Fund as determined by a Majority in Interest (exduding for such purpose any Affiliated Members). "Remaining Capital Commitment" shall mean, with respect to any Member and as of any date, the amount of such Member's Capital Commitment that has not been contributed as a Capital Contribution as of such date or that has been restored in accordance with this Agreement. "Rule 506(d)" shall mean Rule 5O6(d) under the Securities Act. "Securities" shall mean shares of capital stock, limited partnership interests, limited liability company interests, warrants, options, bonds, notes, debentures and other equity and debt securities of whatever kind of any Person, whether readily marketable or not. "5ecurities Act" shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. "Sharing Percentage" shall mean, with respect to any Member and as of any date, a fraction, expressed as a percentage, (i) the numerator of which is the Capital Commitment of such Member and (ii) the denominator of which is the aggregate amount of the Capital Commitments of all Members, in each case as of such date and taking into account any adjustment pursuant to Section 1.10(b). "Soliciting Members" shall have the meaning set forth in Section 13.1. ER305378-MAXWELL B-9 CONFIDENTIAL UBSTERRAMAR00002031 EFTA00237662

"Subsequent Capital Contribution" shall have the meaning set forth in Section 5.2(a). "Subsequent Members" shall have the meaning set forth in Section 1O.2(a). "5ubstitute Member" shall have the meaning set forth in Section 1O.1(d). "Tax Matters Partner" shall have the meaning set forth in Section 6.14. "Temporary Investments" shall mean investments in: (a) short- and medium-term fixed income investments whose interest is generally exempt from federal income taxes or similar securities of governmental and private issuers; (b) cash or cash equivalents; (c) marketable direct obligations issued or unconditionally guaranteed by the United States, or issued by any agency thereof, maturing within one year from the date of acquisition thereof; (d) money market instruments, commercial paper or other short-term debt obligations having at the date of purchase by the Fund the highest or second highest rating obtainable from either Standard & Poor's, a division of the McGraw-Hill Companies Inc., or Moody's Investors Service Inc., or their respective successors, or other nationally recognized securities rating organizations; (e) interest bearing accounts at a registered broker-dealer; (f) money market funds; (g) certificates of deposit maturing within one year from the date of acquisition thereof issued by commercial banks incorporated under the laws of the United States or any State thereof or the District of Columbia, each having at the date of acquisition by the Fund combined capital and surplus of not less than $100 million; (h) overnight repurchase agreements with primary Federal Reserve Bank dealers collateralized by direct U.S. Government obligations; and (i) pooled investment funds or accounts that normally invest primarily in Securities or instruments of the type described in clauses (a) through (e) above. "jam" shall have the meaning set forth in Section 1.4. "Transfer" shall mean any sale, assignment, conveyance, pledge, mortgage, encumbrance, hypothecation or other disposition, and "Transferred", "Transferring" and similar forms shall have correlative meanings. "Transferee" shall have the meaning set forth in Section 10.1(b)(i). "Transferor" shall have the meaning set forth in Section 10.1(bXi). "Treasury Regulations" shall mean the regulations of the Treasury Department issued pursuant to the Code, as amended from time to time. "UBS" shall mean UBS AG and any of its affiliates. "UBSFA" shall mean UBS Fund Advisor, L.L.C. "UBSFS" shall mean UBS Financial Services Inc. "Unaffiliated Fund Percentages" shall mean a percentage established for each non- Affiliated Member on the Fund's books as of the first day of each Fiscal Year (or relevant portion thereof). The Unaffiliated Fund Percentage of a non-Affiliated Member shall be determined by dividing the balance of the non-Affiliated Member's Capital Account as of the commencement of such Fiscal Year (or relevant portion thereof) by the sum of the Capital Accounts of all of the non-Affiliated Members as of the commencement of the ER305378-MAXWELL B-10 CONFIDENTIAL UBSTERRAMAR00002032 EFTA00237663

Fiscal Year (or relevant portion thereof). The sum of the Unaffiliated Fund Percentages of all non-Affiliated Members shall equal 100%. "Underlying Fund" shall mean Blackstone Real Estate Partners Europe V M, a Cayman Islands exempted limited partnership. "Underlying Fund Documents" shall mean the agreements pursuant to which investors subscribe to the Underlying Fund, the limited partnership agreement of the Underlying Fund and the other documents relating to the offering of interests in, organization and governance of the Underlying Fund, all as from time to time in effect. "Underlying Fund GP" shall mean Blackstone Real Estate Associates Europe V M, a Cayman Islands exempted limited partnership. "Underlying Fund Manager" shall mean Blackstone Real Estate Advisors •, a Delaware limited partnership, or such persons it may designate. "Underlying Fund Manager Fees and Expenses" shall mean fees and expenses payable to the Underlying Fund Manager pursuant to the Underlying Fund Documents. "Value" shall mean, as of any date, (a) with respect to Marketable Securities (i) that are primarily traded on a securities exchange, their closing sale price on the principal securities exchange on which they are traded on such date or, if no sales occurred on such day, the mean between the dosing "bid" and "asked" prices on such day and (ii) the principal market for which is or is deemed to be the over-the-counter market, their dosing sales prices on such date, as published by NASDAQ or any similar organization, or if such price is not so published on such day, the mean between their closing "bid" and "asked" prices, if available, on such day, which prices may be obtained from any reputable pricing service, broker or dealer selected by the Member Designee, and (b) with respect to all other Securities or other assets of the Fund, other than cash or Interests, the value determined by the Member Designee in good faith considering all factors, information and data it deems to be pertinent. 1.2. Name and Office. (a) The name of the Fund is "ALPHAKEYS EUROPEAN REAL ESTATE OPPORTUNITIES FUND II, L.L.C." or such other name as the Member Designee shall from time to time determine, in its sole discretion. Upon the termination of the Fund, the resignation of the Administrator or the termination of the Administrative Services Agreement, all of the Fund's right, title and interest in and to the use of the name "ALPHAKEYS EUROPEAN REAL ESTATE OPPORTUNITIES FUND II, L.L.C." or any variation thereof, including any name to which the name of the Fund may have been changed, shall become the property of the Administrator, and the Members shall have no right and no interest in and to the use of any such name. (b) The Fund shall have its principal place of business at the office of UBS Financial Services Inc., 1285 Avenue of the Americas, New York, New York 10019. The registered office of the Fund in the State of Delaware is located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, and the registered agent for service of process on the Fund at such address is Corporation Service Company. At any time, the Fund may designate another principal place of business, registered agent or registered office. ER305378-MAXWELL B-11 CONFIDENTIAL UBSTERRAMAR00002033 EFTA00237664

(c) The Fund agrees that "AlphaKeys" is a registered service mark owned by UBS and that, at the Administrator's request, it will (i) take all necessary action to change the name of the Fund to a name not including "AlphaKeys" in any form within 10 days of the Administrator's request, that the Fund's failure to do so shall not be compensable by monetary damages and that the Administrator shall be entitled to equitable relief to enforce the Fund's obligation hereunder; and (ii) as promptly as reasonably practicable, but in no event later than five days after the Administrator's request, cease to use the "AlphaKeys" registered service mark in any manner, including, but not limited to, use in any sales literature or promotional material, the name of the Administrator or UBS in any form or combination thereof. In the event that the Fund fails to comply with the foregoing, the Fund shall indemnify the Administrator for all costs associated with enforcing its rights hereunder, at law or equity, including, without limitation, damages (actual and consequential) and injunctive relief. The provisions of this Section shall survive the termination or cancellation of this Agreement. 1.3. purposes. The Fund has been organized (a) to invest substantially all of its capital in limited partnership interests in the Underlying Fund in accordance with and subject to the other provisions of this Agreement, (b) to invest in Temporary Investments, and (c) to engage in such other activities as are necessary or incidental to the foregoing. 1.4. Term. The Fund shall continue until it is dissolved. The term of the Fund is expected to end as soon as practicable after the term of the Underlying Fund as determined by the Member Designee in its discretion (such term being referred to as the "Term"). Notwithstanding the expiration of the Term, the Fund shall continue in existence as a separate legal entity until cancellation of the Certificate of Formation of the Fund in accordance with Section 11.3. 1.5. Fiscal Year. The Fiscal Year of the Fund shall end on December 31, unless the Code requires a different taxable year, in which case "Fiscal Year" shall mean such taxable year. 1.6. powers. Subject to the other provisions of this Agreement, induding without limitation Section 2.1 hereof, the Member Designee, on behalf of the Fund, shall be and hereby is authorized and empowered to do or cause to be done any and all acts necessary or incidental in furtherance of the purposes of the Fund, without any further act, approval or vote of any Person, including any Member, except as may be expressly required herein. Without limiting the generality of the foregoing, the Member Designee, on behalf of the Fund, is hereby authorized and empowered: (a) to purchase, borrow, hold, sell and Transfer Securities and any other assets of the Fund and any rights therein, to vote proxies and exercise all rights, on behalf of the Fund, with respect to Securities and any other assets owned by the Fund; (b) to establish, maintain or close one or more offices within or outside the State of Delaware and in connection therewith to rent or acquire office space and to engage personnel; (c) to open, maintain, conduct and close bank and brokerage (including margin) accounts, to draw checks or other orders for the payment of moneys, to exchange U.S. dollars held by the Fund into non-U.S. currencies and vice versa, to enter into currency forward and futures contracts and to hedge Portfolio Investments (but not for speculative purposes), and to invest such funds as are temporarily not otherwise required for the Fund purposes in Temporary Investments; ER305378-MAXWELL B-12 CONFIDENTIAL UBSTERRAMAR00002034 EFTA00237665

(d) to set aside funds for reasonable reserves, anticipated contingencies and working capital; (e) to bring, defend, settle and dispose of Claims or Proceedings; (f) to enter into, execute, deliver and perform its obligations under contracts, agreements and other undertakings of every kind, and amendments thereto, it may deem advisable, necessary or incidental to the offer and sale of interests in the Fund, conducting the business of the Fund, or to the acquisition, holding and Transfer of Portfolio Investments, and to take such other actions necessary or incidental thereto; (g) to borrow money in accordance with Section 4.2; (h) to prepare and file or cause to be prepared and filed all tax returns of the Fund; to make such elections under the Code and other relevant tax laws as to the treatment of items of Fund income, gain, loss, deduction and credit and as to all other relevant matters, as the Tax Matters Partner deems necessary or appropriate; to determine which items are to be capitalized or treated as current expenses; and, subject to Section 8.1, to select the method of accounting and bookkeeping procedures to be used by the Fund; (i) to take all action that may be necessary, advisable, convenient or incidental for the continuation of the Fund's valid existence as a limited liability company under the Act and in each other jurisdiction in which such action is necessary to protect the limited liability of the Members or to enable the Fund, consistent with such limited liability, to conduct the investment and other activities in which it is engaged; to take any action necessary or appropriate in order to ensure that the Interests do not have to be registered under the Securities Act or that the Fund is not required to register as an investment company under the Investment Company Act, including, without limitation, the right to restrict the number or nature of beneficial owners of the Interests; (i) (k) to take, or refrain from taking, any action necessary or desirable in order to comply with applicable law or to avoid adverse consequences that might result from the necessity of complying with applicable law including, without limitation, making structural, operating or other changes to the Fund, selling or otherwise disposing of a Portfolio Investment, requiring the sale or withdrawal in whole or in part of any Member's Interest or dissolving the Fund. The Members shall cooperate (induding with the Member Designee) in arranging a suitable method to minimize or eliminate such illegality or other adverse consequence; (I) to carry on any other activities necessary or incidental to any of the foregoing; (m) to retain administrators, consultants, custodians, attorneys, placement agents, accountants, investment advisors and other agents and employees, including Persons that may be Members or Affiliates thereof or Affiliates of the Member Designee, the Administrator, the Underlying Fund Manager or the Underlying Fund GP, and to authorize each such agent and employee (who may be designated as officers) to act for and on behalf of the Fund; and ER305378-MAXWELL B-13 CONFIDENTIAL UBSTERRAMAR00002035 EFTA00237666

(n) to permit any Person retained pursuant to clause (k) above to engage and terminate the services of others to assist them in providing services to the Fund. 1.7. Specific Authorization. The Fund, or the Administrator on behalf of the Fund, may execute, deliver and perform the Investor Applications and any other agreements to induce any Person to purchase interests in the Fund, and any amendments to such agreements, all without any further act, approval or vote of any Member or other Person, and all Investor Applications and such other agreements executed, delivered or performed prior to the date of this Agreement are hereby ratified in all respects. The specific authorization in this Section 1.7 shall not be deemed to constitute a restriction on the power of the Fund or the Administrator, on behalf of the Fund, to enter into other agreements subject to any other restrictions expressly set forth in this Agreement. 1.8. Admission of Members: Withdrawal of Initial Member. Immediately following the admission of Members on the date hereof, the Initial Member, by its execution and delivery of a counterpart of this Agreement, shall withdraw from the Fund and shall have no further rights or claims against, or obligations as the Initial Member of, the Fund. UBSFA or any of its Affiliates may subsequently become a Member. One or more Persons shall be admitted at the Initial Closing as Members at the time that (a) this Agreement or an instrument pursuant to which such Members agree to be bound by all the terms and provisions hereof and an Investor Application or a counterpart thereof are executed by or on behalf of such Persons and accepted by the Administrator and (b) such Persons are listed by the Member Designee as Members in the Member Register. After the Initial Closing, Persons shall be admitted as Members as provided in Article X. 1.9. Emma. All Organizational Expenses and Fund Expenses shall be paid by the Fund. To the extent that the Member Designee, the Administrator or any of their Affiliates pays any Organizational Expenses or Fund Expenses on behalf of the Fund, the Fund shall reimburse the Member Designee, the Administrator or such Affiliate therefor upon request. 1.10. Placement Agreement: Payment of Placement Fee. (a) The Fund is hereby authorized to enter into a Placement Agreement pursuant to which the Placement Agent will be retained to assist in the placement of Interests. The engagement by the Fund of the Placement Agent as contemplated hereby shall be as set forth in the Placement Agreement, specifying in further detail the rights and duties of the Placement Agent. (b) A Member will be charged by the Placement Agent a placement fee (the "Placement Fee") of 2% of such Member's Capital Commitment, subject to waiver by the Placement Agent in limited circumstances. The Placement Fee shall be in addition to any Capital Contributions such Member is required to make to the Fund and shall not reduce such Member's Capital Commitment, including for purposes of determining such Member's Sharing Percentage. Notwithstanding anything to the contrary contained herein, no Member who is a client of UBSFS and invests in the Fund through an Advisory Program shall be charged a Placement Fee. 1.11. U.S. Federal Tax Status. It is intended that the Fund be dassified as a partnership for U.S. federal income tax purposes. The Fund shall not file any election pursuant to Treasury Regulation Section 301.7701-3(c) to be treated as an entity other than a partnership. The Fund shall not elect, pursuant to Section 761(a) of the Code, to be excluded from the provisions of Subchapter K of the Code. ER305378-MAXWELL B-14 CONFIDENTIAL UBSTERRAMAR00002036 EFTA00237667

1.12. Classes Tranches or Series of Interests. The Fund may create one or more additional classes ("Classes") tranches ("Tranches") or series ("Series") of Interests which may differ in terms of, among other things, denomination of currency, the timing and amounts of fees and allocations charged, withdrawal rights, minimum initial Capital Contribution, assets underlying the Class, Tranche or Series and other terms. The Fund may, in its sole discretion and from time to time, establish an additional lass of interests which may differ in terms of, among other things, the timing and amount of fees charged, distribution rights and other terms. In particular, the Fund may establish an additional class of preferred equity interests (which may be held by the Member Designee or its Affiliates) that may differ in terms of, among other things, a priority with respect to distributions and in dissolution, the right to a preferred return, the right to receive certain cash proceeds, different voting rights, the timing and amount of fees charged and withdrawal rights. The Member Designee may, in its sole discretion, agree with a Member to modify or waive any other rights of or terms applicable to such Member. The Member Designee also shall have the authority to enter into side letters or other similar agreements with a particular Member without the approval of other Members of the Fund. ER305378-MAXWELL 8-15 CONFIDENTIAL UBSTERRAMAR00002037 EFTA00237668

ARTICLE II ADMINISTRATION OF THE FUND 2.1. Administration of the Fund. (a) The Fund has entered into an Administrative Services Agreement with the Administrator pursuant to which the Administrator has agreed to provide administrative and support services to the Fund with respect to its investment and other activities, acting directly or through its duly appointed agents, induding performing all duties of the Administrator identified in this Agreement. The Members hereby ratify and approve the execution and delivery of the Administrative Services Agreement by the Fund prior to the Initial Closing. (b) Pursuant to §18-407 under the Act, and subject to Section 2.1(e), each Member hereby delegates to the Administrator in its capacity as Member Designee, all of the rights, powers, duties and obligations of such Member to manage and control the business and affairs of the Fund; provided however, that the Members do not delegate (i) their rights under Section 12.1 to vote on amendments to the Agreement, (ii) their rights under Article XIII to call a meeting of the Members; or (iii) their rights under Section 7.1(e) to vote to terminate the Administrative Services Agreement and/or to revoke the delegation of rights and powers to the Member Designee. Pursuant to the delegation made pursuant to this Section 2.1(b), until such time as the Members revoke the Member Designee's rights to manage the Fund, no Member shall (i) take part in the operation, administration, management or control of the Fund's investment or other activities, transact any business in the Fund's name or have the power to sign documents for or otherwise bind the Fund, or (ii) have any right, express or implied, to approve, disapprove, compel or prohibit any management action or inaction under this Agreement, or by or with respect to the Fund, except for those rights of the Members expressly retained pursuant to the preceding sentence. For the avoidance of doubt, except for the proviso stated above, until such time as (x) the Members revoke their delegation to the Member Designee or (y) the Administrator or its Qualified Replacement resign as Member Designee, the power and authority of the Members to vote, consent, or approve with respect to any matter arising under this Agreement for which the Members may otherwise be entitled to act is hereby waived and delegated to the Member Designee. (c) The Member Designee may (i) resign as Member Designee of the Fund and (ii) with (x) the prior consent of the Member Designee on behalf of the Fund, or (y) prior notice to the Members and, to the extent consistent with applicable law, without the prior consent of the Member Designee on behalf of the Fund, cause a Qualified Replacement to be appointed as replacement Member Designee. Further, the Members acting by a Majority in Interest (exduding Affiliated Members), at a meeting of the Members called for such purpose in accordance with Article XIII, may revoke the Member Designee's rights and powers to manage the Fund under Section 2.1(b); provided, however, that the Members must first arrange to delegate such rights and powers to manage the Fund to a Qualified Replacement approved by the Administrator. (d) Subject to Sections 2.1(c) and 2.1(e), in the event that there is an issue to be voted upon by the limited partners of the Underlying Fund, the Member Designee, in its discretion, shall determine how the Fund's interest in the Underlying Fund shall be voted. ER305378-MAXWELL B-16 CONFIDENTIAL UBSTERRAMAR00002038 EFTA00237669

(e) Notwithstanding Section 2.1(b), but subject to Section 2.1(c), (i) except as set forth in this Section 2.1(e), the Member Designee may cause the Fund to vote on all matters presented by the Underlying Fund other than those related to the selection, approval or disposition of portfolio investments by the Underlying Fund, (ii) where a vote presented by the Underlying Fund involves the selection, approval or disposition of portfolio investments of the Underlying Fund, the Member Designee shall abstain from voting (to the extent it deems it advisable to do so under the BHC Act) on any matter presented by the Underlying Fund related to the selection, approval or disposition of portfolio investments by the Underlying Fund in any Financial Company or their direct or indirect holding companies and (iii) unless the Member Designee obtains the prior approval of the Members following a reasonable opportunity for the Members to object, the Member Designee shall abstain from voting (to the extent it deems it advisable to do so under the BHC Act) on matters presented by the Underlying Fund (A) if the Fund owns more than 24.99% of the total capital contributions to the Underlying Fund or (B) that are related to the selection, approval or disposition of portfolio investments other than those that are Financial Companies or their direct or indirect holding companies. (f) The Member Designee may, in its sole discretion, designate any Member as a "Limited Voting Member." Whenever the Fund solicits or requires the vote or approval of Members on any matter, a Limited Voting Member's Capital Account balance (with respect to votes requiring approval by a Majority (or other specified percentage) in Interest) or Unaffiliated Fund Percentage (with respect to votes requiring approval by a Majority (or other specified percentage) in Interest where such votes exdude Affiliated Members), as the case may be, for such vote or approval shall be deemed, solely for the purpose of such voting or approval, to be the lesser of (i) such Limited Voting Member's Capital Account balance or Unaffiliated Fund Percentage, as the case may be, and (ii) 19.99%. The Member Designee will adjust the Capital Account balances or Unaffiliated Fund Percentages of other Members pro rata to reflect the above adjustment with respect to the vote or approval of Members on any such matter, such that (i) the sum of the Unaffiliated Fund Percentages after such adjustment is equal to 100% or (ii) the sum of such Capital Account Balances after the adjustment is equal to the sum of such Capital Account Balances before the adjustment, as the case may be. Nothing in this Section 2.1(0 shall be deemed to grant to the Members any rights to approve of or consent to any matters that they do not otherwise have a right to approve of or consent to hereunder. (g) The Member Designee may in the future, in its sole discretion and without notice to the Members, restructure the Fund or the Member Designee in order to comply with laws or regulations (including the BHC Act), or to reduce or eliminate the impact or applicability of any bank regulatory restrictions to which the Member Designee or the Fund: (i) are subject, or (ii) will be subject upon engaging in a new business transaction. The Fund may in the future transfer any portion of its investment in the Underlying Fund to an investment vehicle affiliated with the Underlying Fund (including, without limitation, the underlying master fund or any parallel fund established for the Fund) as permitted by the Underlying Fund, in the Member Designee's sole discretion and without prior notice to, or consent from, the Members. 2.2. Reliance by Third Parties. In dealing with the Member Designee, the Administrator and their duly appointed agents, no Person shall be required to inquire as to the Members' (or the Member Designee's), the Administrator or any such agent's authority to bind the Fund. 2.3. Other Activities of the Member Designee. and the Administrator: Conflicts of Interest. ER305378-MAXWELL B-17 CONFIDENTIAL UBSTERRAMAR00002039 EFTA00237670

(a) The Member Designee and the Administrator (including their officers, employees and agents) shall not be required to devote all of their time to the affairs of the Fund, but shall devote such time as in their judgment is necessary and appropriate to perform its obligations under this Agreement and the Administrative Services Agreement. (b) The Member Designee, the Administrator and their Affiliates (including other investment funds advised by the Member Designee or the Administrator) may engage in, administer, manage or possess (on a proprietary basis or with client funds) an interest in other business ventures or commercial dealings of every kind and description, including without limitation other pooled investment vehides, registered and unregistered investment companies and individual accounts, independently or with others, including acquisition and disposition of Portfolio Investments or other controlled investment vehicles, provision of investment advisory or brokerage services, serving as directors, officers, employees, advisors or agents of other companies, partners of any partnership, members of any limited liability company, or trustees of any trust. No Member shall have any rights in or to such activities of any other Member, the Member Designee, the Administrator or any such Affiliate, as the case may be, or any profits derived therefrom. (c) Each Member acknowledges that there may be situations in which the interests of the Fund, as they relate to the Underlying Fund or otherwise, may conflict with the interests of the Underlying Fund, the Underlying Fund GP, the Member Designee, the Administrator or their respective Affiliates. Each Member agrees that any investments or activities of the Underlying Fund, the Underlying Fund Manager, the Underlying Fund GP, the Member Designee, the Administrator or their respective Affiliates that may give rise to such a conflict may be engaged in by the Underlying Fund, the Underlying Fund Manager, the Underlying Fund GP, the Member Designee, the Administrator or any such Affiliate, as the case may be. Such investments or activities shall not, in any case or in the aggregate, be deemed to constitute a breach of this Agreement or any duty that might be owed by any such Person to the Fund or to any Member. 2.4. Liability of the Member Designee, the Administrator and Other Covered Persons. (a) General. No Covered Person shall be liable to the Fund or any Member for any act or omission, including any mistake of fact or error in judgment, taken, suffered or made by such Covered Person in good faith and in the belief that such act or omission is in or is not contrary to the best interests of the Fund and is within the scope of authority granted to such Covered Person by this Agreement, provided that such act or omission does not constitute Disabling Conduct. To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Fund or to the Members, any Covered Person acting under this Agreement or otherwise shall not be liable to the Fund or any Member for a breach of its fiduciary duties resulting from its good faith reliance on the provisions of this Agreement. To the fullest extent permitted by the Act, the Members hereby agree that (i) any and all duties (induding fiduciary duties) and liabilities of a Covered Person to the Members and the Fund otherwise existing at law or in equity, other than (x) such duties and liabilities as are expressly set forth in this Agreement or any other agreement with the Fund or the Members and (y) the implied contractual covenant of good faith and fair dealing, are eliminated and that the provisions of this Agreement replace such other duties and liabilities of such Covered Person to the Members and the Fund, and (ii) any and all duties (including fiduciary duties) and liabilities of a Member to the Members and the Fund otherwise existing at law or in equity, other than (x) such duties and liabilities as ER305378-MAXWELL B-18 CONFIDENTIAL UBSTERRAMAR00002040 EFTA00237671

are expressly set forth in this Agreement and (y) the implied contractual covenant of good faith and fair dealing, are eliminated and the provisions of this Agreement replace such other duties and liabilities of such Members to the other Members and the Fund. (b) Reliance. A Covered Person (i) shall incur no liability in acting upon any signature or writing believed by such Covered Person to be genuine, (ii) may rely on any certificate signed by any Person in order to ascertain any fact with respect to such Person or within such Person's knowledge and (iii) may rely on an opinion of counsel selected by such Covered Person with respect to legal matters. Each Covered Person may act directly or through such Covered Person's agents or attorneys. Each Covered Person may consult with counsel, appraisers, engineers, accountants and other Persons selected by such Covered Person, and shall not be liable for anything done, suffered or omitted upon the advice of any of such Persons, except to the extent that such selection or reliance constituted Disabling Conduct. No Covered Person shall be liable to the Fund or any Member for any error of judgment made by an agent, officer or employee of such Covered Person. A Covered Person shall be entitled to the same protections as provided under §18-406 of the Act to a member, manager or liquidating trustee of a Delaware limited liability company with respect to reliance on reports and information provided to such Covered Person with respect to the Fund and the conduct of its business. (c) Member Designee and Administrator Not Liable for Return of Capital Contributions. None of the Member Designee, the Administrator nor any of their Affiliates shall be liable for the return of the Capital Contributions of any Member, and such return shall be made solely from Available Assets of the Fund, if any, pursuant to the terms of this Agreement and each Member hereby waives any and all claims that it may have against the Member Designee, the Administrator or any of their Affiliates in this regard. 2.5. FCC Matters. (a) For so long as, and only during periods from time to time in which, the Fund or the Underlying Fund shall directly or indirectly hold (or otherwise be attributed with) an ownership or other interest in a Media Company, or the Fund is otherwise required to comply with similar restrictions pursuant to the Underlying Fund Documents, each Member agrees that in addition to the general limitations set forth in this Agreement, without creating any additional rights hereunder and notwithstanding any other rights of such Member under this Agreement: (i) Neither such Member nor any Person that is a director, officer, partner, manager, member, employee, or five percent (5%) or greater shareholder or other owner of a Member, shall: (A) be an employee of any Media Company, the Fund or the Underlying Fund if his or her functions, directly or indirectly, relate to the media or common carrier enterprises of any Media Company, the Fund or the Underlying Fund; (B) serve, in any material capacity, as an independent contractor or agent with respect to the Fund's or the Underlying Fund's media and common carrier enterprises or with respect to any Media Company; (C) communicate with the Fund, the Administrator, the Member Designee, the Underlying Fund, the Underlying Fund Manager, the Underlying Fund GP or the ER305378-MAXWELL B-19 CONFIDENTIAL UBSTERRAMAR00002041 EFTA00237672

management of any Media Company on matters pertaining to the day-to-day operations of its business; (D) perform any services for any Media Company, the Fund or the Underlying Fund if such services materially relate to the media or common carrier activities of the Media Company, the Fund or the Underlying Fund, with the exception of making loans to, or acting as a surety for, any Media Company, the Fund or the Underlying Fund, to the extent consistent with the "equity plus debt" component of the Attribution Rules; or (E) become actively involved in the management or operation of the media or common carrier businesses of any Media Company, the Fund or the Underlying Fund. (ii) Such Member shall not vote on the admission of a new administrator to the Fund (unless such vote may be vetoed by the Administrator in its discretion; and (iii) Such Member shall not have the right to vote for the removal of the Administrator or the Member Designee except where the Administrator or the Member Designee is subject to bankruptcy proceedings, as described in Sections 18-304(1) or (2) of the Act. (b) The Member Designee shall notify the Members prior to the distribution in kind by the Underlying Fund GP of the securities of any Media Company. Notwithstanding any provisions of the Agreement to the contrary, any Member may elect by written notice to the Member Designee to dedine the receipt of distributions in kind of the securities of any Media Company within five (5) days receipt of the notice with respect thereto, in which event the Member Designee shall notify the Underlying Fund GP not to distribute such securities to the Fund. (c) Each Member shall provide the Member Designee with such information as the Member Designee may request from time to time in order to determine whether a particular Portfolio Investment (including, without limitation, any portfolio investment of the Underlying Fund) in any Media Company would comply with the Attribution Rules and the Ownership Rules. (d) The Member Designee agrees to request from the Underlying Fund GP, promptly upon receipt of any Member's request therefor, all non-confidential information concerning the Fund's direct or indirect investments in Media Companies as such Member determines is reasonably necessary to ensure compliance by it and its affiliates with the Ownership Rules and the reporting obligations imposed thereunder and the Member Designee further agrees to deliver such non-confidential information to such Member promptly after receipt of such non-confidential information from the Underlying Fund GP. (e) In the event that the Member Designee determines, based on advice of counsel, that either (i) the Underlying Fund's making of any investment in any Media Company, or (ii) the performance of services or any other activity by a Member to a Media Company (including, but not limited to, as an employee or contractor) would result in such Member breaching the provisions of this Section 2.5 if such Member continues to hold an Interest (the existence of the circumstances in (i) or (ii) hereafter referred to as an "Attributable Event") then prior to the occurrence of an Attributable Event or, if prior ER305378-MAXWELL B-20 CONFIDENTIAL UBSTERRAMAR00002042 EFTA00237673

notice of the Attributable Event was not feasible under the circumstances of a specific situation, as soon as possible after the occurrence of an Attributable Event, (A) the Member Designee and such Member will work in good faith to prevent or resolve such Attributable Event, or (B) if the Member Designee and such Member are unable to prevent or resolve such Attributable Event, (1) such Member shall irrevocably Transfer, and the Member Designee shall agree to such Transfer of, such Member's Interest (in whole or, where the Member Designee determines that Transfer of less than the Member's whole Interest would be sufficient to prevent attribution as a result of the Attributable Event, in part) in accordance with Section 10.1 hereof to a trust that satisfies the Fund's suitability requirements and that shall be established by such Member at its expense under terms that are sufficient to prevent the attribution of an ownership interest in such Media Company to such Member pursuant to the Attribution Rules, or (2) if such Member is unable to irrevocably Transfer such Member's Interest in accordance with the preceding clause, the Member Designee may Transfer such Member's Interest to any other Person. ER305378-MAXWELL B-21 CONFIDENTIAL UBSTERRAMAR00002043 EFTA00237674

ARTICLE III THE MEMBERS 3.1. participation in Management. etc Subject to the terms and conditions of this Agreement, including Section 2.1, the management and control of the Fund's operations (including, without limitation, for purposes of the Act) shall rest exclusively with the Members; provided however, that each Member hereby acknowledges, that pursuant to Section 2.1(b), its powers to manage the business and affairs of the Fund have been delegated to the Member Designee. Except as provided in Section 2.1(b) hereof, no Member shall take part in the operation, administration, management or control of the Fund's investment or other activities, transact any business in the Fund's name or have the power to sign documents for or otherwise bind the Fund. No provision of this Agreement shall obligate any Member to refer investments to the Fund or restrict any investments that a Member may make. 3.2. Limitation of Liability. Except as may otherwise be provided by the Act or as expressly provided in Section 9.2 or elsewhere in this Agreement, the debts, obligations and liabilities of the Fund, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Fund, and no Member, former Member, Member Designee or Administrator shall be obligated personally for any such debt, obligation or liability of the Fund solely by reason of being a Member, former Member, Member Designee or Administrator; provided, however, that Members and former Members shall be liable for the repayment and discharge of all debts, obligations and liabilities of the Fund attributable to any Fiscal Year (or relevant portion thereof) during which they are or were Members only to the extent of, and payable exclusively out of, their respective Capital Account balances and their Remaining Capital Commitments in the Fiscal Year (or relevant portion thereof) to which any such debts, obligations and liabilities are attributable and, subject to Section 9.2, to the extent of distributions received from the Fund, and shall not otherwise have any liability in respect to the debts, obligations and liabilities of the Fund. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, this Section 3.2 is not intended to, and does not, increase Members' and former Members' debts, obligations and liabilities beyond those set forth in other provisions of this Agreement. 3.3. No Priority. Except as otherwise provided herein, no Member shall have priority over any other Member either as to the return of the amount of its Capital Contributions or, except as provided in Article VI, as to any allocation of any item of income, gain, loss, deduction or credit of the Fund. 3.4. Member Resister. The Administrator shall cause to be maintained a register setting forth the name, mailing address and Capital Commitment of each Member (the "Member Register"). The Administrator shall update the Member Register from time to time as necessary to accurately reflect the information therein, without any action on the part of the Members. Any reference in this Agreement to the Member Register shall be deemed to be a reference to the Member Register updated from time to time. 3.5. Death. Bankruptcy. Dissolution or Resignation of a Member. The death, any event of bankruptcy under §18-304 of the Act, dissolution or resignation of a Member shall not in and of itself result in a dissolution or termination of the Fund. In the event of a death of a Member, subject to the provisions of Section 10.3, (a) the legal representatives, if any, of such Member shall succeed as assignees to such Member's Interest and shall have the same rights and obligations in the Fund for the remainder of the Term as such Member would have had if such Member had not died or (b) the Member Designee shall terminate such deceased Member's Interest in accordance with Section 10.3. ER305378-MAXWELL B-22 CONFIDENTIAL UBSTERRAMAR00002044 EFTA00237675

3.6. Fund Property Interests. No real or other property of the Fund shall be deemed to be owned by any Member individually, but shall be owned solely by the Fund. A Member's Interest shall constitute personal property. ER305378-MAXWELL 8-23 CONFIDENTIAL UBSTERFtAMAR00002045 EFTA00237676

ARTICLE IV INVESTMENTS 4.1. Portfolio Investments Generally. (a) The Member Designee shall make Portfolio Investments on behalf of the Fund. (b) The Member Designee is hereby authorized, but shall not be required, to cause the Fund to make Portfolio Investments in the Underlying Fund. If the Member Designee determines for any reason, in its discretion, not to make Portfolio Investments in the Underlying Fund, induding, without limitation, due to an insufficient amount of Capital Commitments prior to the Fund's commitment thereto, then the Member Designee may cause the Fund to be dissolved as soon as is reasonably practicable. (c) Following the termination of the Investment Period, no investments in the Underlying Fund will be made by the Fund, provided, that Remaining Capital Commitments may be drawn down from time to time (a) in order for the Fund to make further investments in or payments to the Underlying Fund after the end of the Investment Period to the extent that such investments or payments are required under the Underlying Fund Documents and (b) to satisfy Fund Expenses. 4.2. Borrowing. The Fund may borrow money, including: (a) in anticipation of receipt of Capital Contributions pursuant to Section 5.2 (in which case all or a part of such Capital Contributions shall be used to repay such borrowings in full); (b) to cover any shortfall in the Fund's ability to make a capital contribution when due to the Underlying Fund (in which case the amounts borrowed shall constitute a liability of the Fund for purposes of determining the amount of Available Assets); (c) to satisfy any U.S. federal, state, local, or non-U.S. tax liability of the Fund; (d) to satisfy any U.S. federal, state, local or non-U.S. tax liability of a Member paid by the Fund pursuant to Section 6.15; or (e) for any other purpose the Member Designee reasonably determines to be necessary or appropriate. In connection with any borrowing obtained by the Fund, (a) the Member Designee for itself and on behalf of the Fund shall be authorized to pledge, mortgage, assign, transfer and grant security interests in the assets of the Fund, the right to initiate Capital Calls and collect the Capital Commitments of the Members hereunder, including, without limitation the rights of the Member Designee to exercise remedies under this Agreement or otherwise existing at law or in equity upon the default by a Member in the payment of its Capital Contribution obligations, to a Person or Persons (each, a "Credit Provider") selected in the discretion of the Member Designee and (b) each Member agrees to confirm, from time to time, the terms of its Capital Commitment to a Credit Provider, to honor Capital Calls made by a Credit Provider in connection with the foregoing in accordance with the terms of this Agreement, to provide financial information as the Member Designee or Credit Provider deem necessary and reasonably requests, and to execute such documents as may be reasonably necessary to obtain and retain such borrowing induding, without limitation, an opinion of counsel regarding the due formation, valid existence and good standing of such Member, if applicable, and the due authorization, valid execution and delivery of this Agreement. To the extent that the Fund has outstanding obligations under a borrowing secured by the available Capital Commitments of the Members hereunder, each Member shall be obligated to fund any portion of its available Capital Commitment without defense, counterclaim or offset of any kind, provided that such agreement to fund shall not act as a waiver of any claim that such Member may have against any other Member or the Fund. Each Member shall also use reasonable efforts to provide to the Fund and to a Credit Provider, if necessary, information and representations necessary to ensure that the lending arrangement will not constitute a non-exempt "prohibited transaction" under ERISA. In the ER305378-MAXWELL 8-24 CONFIDENTIAL UBSTERRAMAR00002046 EFTA00237677

event that, as a result of any such pledge, mortgage, assignment, transfer or grant of security interest, a Member makes a payment directly to a Credit Provider as required pursuant thereto, such payment shall be deemed to be a Capital Contribution of such Member to the Fund. 4.3. Temporary Investments. To the extent commercially practicable, the Administrator shall cause the Fund to invest cash held by the Fund in Temporary Investments pending investment in the Underlying Fund, payment of Organizational Expenses or Fund Expenses or distribution to Members. Income from Temporary Investments generally shall be subject to reinvestment as determined by the Administrator. 4.4. Parallel Funds. In the event that one or more Members, due to tax, regulatory or other reasons cannot efficiently acquire or maintain an Interest, as an accommodation to such Members or if determined by the Member Designee to be in the interest of some or all of the Members, the Member Designee may establish one or more investment vehicles through which such Members may invest on a side by side basis with the Fund (any such vehide, an "Parallel Fund"). Any Parallel Fund will be structured in a manner so that the interests held by such investor, inclusive of rights and obligations, substantially approximates in all material respects, an Interest in the Fund. If the Member Designee determines that for legal, tax, accounting, regulatory or other reasons it is in the interest of some or all of the Members that the investment in the Underlying Fund be made through one or more Parallel Funds, the Member Designee shall be permitted, without the consent of any Member, to permit or require, in certain circumstances, one or more Members to (i) withdraw from the Fund and to acquire a substantially equivalent interest in a then-existing Parallel Fund or new Parallel Fund and/or (ii) otherwise convert and/or exchange all or a portion of a Member's Interest into or for an interest in a Parallel Fund. A conversion and/or exchange of all or a portion of a Member's Interest into or for an interest in a Parallel Fund (i) shall include a cancellation of all or an applicable portion of such Member's Interest and (ii) may indude a redemption in-kind of such Member's Interest and a contribution to the Parallel Fund of a portion of the assets of the Fund that the Member Designee determines is attributable to such Member's Interest being so converted or exchanged. The Members will be required to make capital contributions directly to each such Parallel Fund to the same extent, for the same purposes and on the same terms and conditions as Members would otherwise be required to make Capital Contributions to the Fund. 4.5. Alternative Vehicle. If the Member Designee determines that for legal, tax, accounting, regulatory or other reasons it is in the interest of some or all of the Members that all or a portion of the Fund's investment in the Underlying Fund be made through an alternative investment structure or vehicle (any such structure or vehicle, an "Alternatiflhicie") the Member Designee shall be permitted to structure the making of all or any portion of such investment in the Underlying Fund outside of the Fund, by requiring any Member (i) to make all or a portion of its indirect investment in the Underlying Fund through a partnership or other vehicle or vehides (other than the Fund) that is expected to invest on a parallel basis, subject to applicable legal, tax, accounting, regulatory or other considerations, with or in lieu of the Fund, as the case may be or (ii) to contribute its Interest in the Fund to an Alternative Vehicle in exchange for an interest in such Alternative Vehicle. The Members will be required to make capital contributions directly to each such Alternative Vehicle to the same extent, for the same purposes and on the same terms and conditions as Members would otherwise be required to make Capital Contributions to the Fund. ER305378-MAXWELL B-25 CONFIDENTIAL UBSTERRAMAR00002047 EFTA00237678

4.6. Cayman Vehicle. If the Member Designee determines that for legal, tax, accounting, regulatory or other reasons it is in the interest of some or all of the Members that the Fund be re-structured as a Cayman Islands exempted limited partnership or other entity formed under the laws of the Cayman Islands (any such entity, a "Cayman Vehicle") the Member Designee may take and/or cause the Members to take all actions necessary and desirable to implement any such re-structuring at the cost of the Fund. The Members may be required to make capital contributions directly to each such Cayman Vehicle to the same extent, for the same purposes and on the same terms and conditions as Members would otherwise be required to make Capital Contributions to the Fund. ER305378-MAXWELL B-26 CONFIDENTIAL UBSTERRAMAR00002048 EFTA00237679

ARTICLE V CAPITAL COMMITMENTS; CAPITAL CONTRIBUTIONS 5.1. Capital Commitments. Each Member agrees to make Capital Contributions only in an aggregate amount (taking into account any capital contributions made to a Parallel Fund, Alternative Vehicle or Cayman Vehicle) not exceeding its Capital Commitment, except as expressly provided otherwise in this Agreement. Notwithstanding the foregoing, each Member may be required to make Capital Contributions to the Fund in an amount in excess of its Capital Commitment (i) in the event the Fund has to make capital contributions or other payments to the Underlying Fund in excess of the Fund's capital commitment to the Underlying Fund, (ii) for any Fund Expenses, including, without limitation, the Administrative Fee and Underlying Fund Manager Fees and Expenses, or any tax payments (or interest or penalties associated therewith) made on behalf of such Member, or (iii) to cover a Defaulting Member's Capital Contribution to the Fund or to acquire such Defaulting Member's Interest in the Fund. 5.2. Capital Contributions. Except as expressly provided otherwise in this Agreement, Capital Contributions shall be made in accordance with separate Capital Calls, in amounts determined by the Member Designee in accordance with the following terms and conditions: (a) Timing and Use of Capital Contributions. On or prior to the Closing at which a Member is admitted to the Fund or as otherwise determined by the Member Designee, the Member Designee, on behalf of the Fund, shall be entitled to draw upon the amount previously deposited into escrow or into such Member's Brokerage Account by such Member in connection with its Investor Application, which amount shall be equal to a percentage of such Member's Capital Commitment as specified by the Member Designee as will enable the Fund to fund its capital contribution and other obligations with respect to the Underlying Fund, to pay Organizational Expenses and Fund Expenses in respect of such Member's Interest and for any other purpose as the Member Designee may deem appropriate. The amount so drawn shall be treated as such Member's initial Capital Contribution to the Fund (the "Initial Capital Contribution"). At any time and from time to time thereafter, the Member Designee shall provide each Member with a notice of each Capital Call (a "Capital Call Notice") not less than five (5) calendar days prior to the date on which the related Capital Contribution (each a "Subsequent Capital Contribution") is due and payable to the Fund (the "Capital Call Date"). Notwithstanding the foregoing, the Member Designee, on behalf of the Fund, is entitled to call for Capital Contributions on less than five (5) calendar days notice to the extent the Underlying Fund calls for a Capital Contribution from the Fund on less than five (5) calendar days notice. (b) Revised Capital Call Notices. Notwithstanding Section 5.2(a), if the actual Capital Contribution to be paid by any Member changes after delivery of a Capital Call Notice (e.g., due to a default by another Member), the Member Designee shall issue a revised Capital Call Notice to such Member. Such Member shall pay any additional Capital Contribution required thereby no later than on the Capital Call Date specified in such revised Capital Call Notice. (c) Payment of Capital Contributions. Except as otherwise provided herein, a Capital Contribution required to be made by any Member shall be made no later than on the Capital Call Date specified in the relevant Capital Call Notice and shall equal the amount specified in the Capital Call Notice. ER305378-MAXWELL B-27 CONFIDENTIAL UBSTERRAMAR00002049 EFTA00237680

(d) Use of Capital Contributions. As a result of Fund Expenses (including the Administrative Fee and Underlying Fund Manager Fees and Expenses), the aggregate amount of each Member's indirect investment in the Underlying Fund shall be less than the amount of its Capital Contributions. (e) Withdrawal from Brokerage Account. Each Member shall (unless the Member Designee has waived such requirement with respect to such Member) establish and maintain an account with an Affiliate of the Administrator designated by the Administrator (a "Brokerage Account") from which all Capital Contributions to be paid by such Member shall be transferred to the Fund. Payment by any Member of any Capital Contribution must by made by wiring federal funds "for value" no later than the due date specified in the Capital Call Notice to such Member's Brokerage Account. Each Member hereby agrees to the withdrawal by the Member Designee of funds from such Member's Brokerage Account in such amounts as are available and necessary to fund Capital Contributions to be paid by such Member; provided that the terms and conditions applicable to such Brokerage Account shall otherwise be governed by such Member's Investor Application and any other agreement entered into with a broker/dealer Affiliate of the Member Designee. Any Capital Contribution shall be treated as having been received on the later of the due date specified in the Capital Call Notice and the date of actual receipt by the Fund. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, the Member Designee may instead direct Members to pay any Capital Contributions by wire transfer to a bank account designated by the Member Designee for such purpose, in which event such Capital Contributions shall be treated as having been received on the date they are credited to such bank account. (f) No Third-Party Beneficiaries. The provisions of this Section 5.2 are intended solely to benefit the Fund and the Members and, to the full extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Fund (and no such creditor shall be a third-party beneficiary of this Agreement), and no Member shall have any duty or obligation to any creditor of the Fund to make any contributions to the Fund pursuant to this Section 5.2 or to cause the Member Designee to deliver to any Member a Capital Call Notice. (g) Capital Commitments. Except to the extent required by any Credit Provider with respect to a pledge under Section 4.2 of this Agreement or under the terms of the Underlying Fund Documents, the Capital Commitments of Members shall be considered "conditional" within the meaning of §18-502(b) of the Ad. 5.3. Members that Default on Capital Contributions. (a) If any Member fails to make, in a timely manner, all or any portion of (I) any Capital Contribution required to be made by such Member pursuant to Section 5.2 (or pursuant to Sections 4.4, 4.5 or 4.6 in the case of a Parallel Fund, Alternative Vehicle or Cayman Vehicle, respectively), or (ii) any obligation to indemnify the Fund for certain taxes paid on such Member's behalf by the Fund (a "Default") then such Member may be designated by the Member Designee as in default under this Agreement (a "Defaulting Member") and shall thereafter be subject to the provisions of this Section 5.3. Notwithstanding the foregoing, if any Member fails to make all or any portion of such Capital Contribution when due, such Member may be assessed (as a debit to such Member's Brokerage Account or otherwise), a late fee or other charge (including without limitation, interest) on such outstanding amount in an amount to be determined in the discretion of the Member Designee, in accordance with commercially ER305378-MAXWELL B-28 CONFIDENTIAL UBSTERRAMAR00002050 EFTA00237681

reasonable standards, for each day all or any portion of such Capital Contribution is outstanding. The Member Designee may choose not to designate any Member as a Defaulting Member and may agree to waive or permit the cure of any Default by a Member, subject to such conditions as the Member Designee and the Defaulting Member may agree upon. (b) With respect to any Capital Contribution (or portion thereof) that is subject to a Default (the "Defaulted Amount"), the Member Designee may (i) increase the Capital Contributions of the Members that have made their corresponding Capital Contributions (the "Non-Defaulting Members") pro rata based on their respective Remaining Capital Commitments, to the extent necessary to fund the Defaulted Amount, in accordance with Section 5.2(b), or (ii) cause the Fund to obtain (through a borrowing or otherwise) such amounts as are necessary to fund the Defaulted Amount, the cost of which may be assessed to the Defaulting Member, provided that, in the event that the Fund is unable to recover such amounts from the Defaulting Member, the Members may bear such amounts as Fund Expenses. (c) With respect to the Remaining Capital Commitment of any Defaulting Member (the "Defaulted Capital Commitment") the Member Designee may admit a Substitute Member to assume all or a portion of the Defaulted Capital Commitment on such terms and upon the delivery of such documents as the Member Designee may determine to be appropriate. Thereupon, the Members (or the Member Designee) shall make such revisions to the Member Register as may be necessary to reflect the change in Members and Capital Commitments contemplated by this Section 5.3(c). (d) The Member Designee may, in its sole discretion, take any or all of the following actions with respect to a Defaulting Member: (i) freezing its Capital Account; (ii) causing it to bear up to the full amount of any losses incurred by the Fund due to such Defaulting Member's Default, to the extent of its Capital Account, but not share in any income or gain; (iii) prohibiting the Defaulting Member from sharing in any future Capital Call with respect to its Capital Commitment; (iv) without any further action by such Defaulting Member, having its Interest sold or transferred to any other Person or Persons who may be admitted as a Substitute Member pursuant to Section 5.3(c) (induding the Member Designee, the Administrator or their Affiliates, or in a transaction in which the Member Designee, the Administrator or one of their Affiliates is acting as agent or principal) at whatever price or terms in the Member Designee's discretion (with none of the proceeds, if any, of such sale inuring to the benefit of the Defaulting Member) and allowing the transferee of such Interest to assume the Defaulting Member's Remaining Capital Commitment; (v) re-allocating its Interest among non-Defaulting Members on terms established by the Member Designee in its discretion; (vi) causing the continuation of such Defaulting Member's obligations to pay its pro rata share of Organizational Expenses and Fund Expenses as if the Default had not occurred; (vii) accelerating the Remaining Capital Commitment of the Defaulting Member; (viii) applying amounts otherwise distributable to such Member in satisfaction of all amounts payable by such Member; (ix) reducing such Defaulting Member's Sharing Percentage to zero; (x) withdrawing the Defaulted Amount from such Defaulting Member's Brokerage Account or from any other account maintained by such Defaulting Member with any Affiliate of the Administrator or the Member Designee to the extent of available funds thereof; (xi) without any further action by such Defaulting Member, having a lender (including the Member Designee, the Administrator and their Affiliates) lend to the Defaulting Member all or any part of the funds required of the Defaulting Member, which loan (A) shall bear interest at a rate equal to the lesser of (1) the highest ER305378-MAXWELL B-29 CONFIDENTIAL UBSTERRAMAR00002051 EFTA00237682

rate allowable under applicable law and (2) 18% per annum, compounded monthly, from and after the original due date until the earliest payment of all amounts, (B) shall be secured by the Defaulting Member's Interest in the Fund, the Defaulting Member's interest in any other investment fund in which the Member Designee or an Affiliate has a role, the Defaulting Member's Remaining Capital Commitment and the Defaulting Member's Brokerage Account, (C) shall be repaid out of distributions to such Defaulting Member, provided, however, that if such loan is not satisfied within 60 days after the original due date or such longer period as the lender may agree to in its sole discretion, it shall become due and payable automatically; (xii) without any further action by such Defaulting Member, deeming it to have forfeited its Interest in full; and/or (xiii) any other remedy available under sections 18-306 and 18-5O2(c) of the Act at law or in equity to the Fund. The Member Designee may charge such Defaulting Member a late fee on the Defaulted Amount and any other amounts not timely paid in an amount to be determined in the discretion of the Member Designee, in accordance with commercially reasonable standards, for each day all or any portion of such amounts are outstanding. The Member Designee shall make such amendments and adjustments, including amendments to this Agreement and adjustments to the distributions to and Capital Accounts of the Members (including such Defaulting Member), as it determines to be appropriate to give effect to the provisions of this Section 5.3. If a Member fails to make any other payment when due pursuant to this Agreement, the Member Designee, in its discretion, may exercise any and all of the rights or remedies set forth in this Section 5.3(d) to which each Member, by its admission as a Member to the Fund, hereby specifically consents, without further consent being required. (e) The Member Designee shall have the right to pursue all remedies at law or in equity available to it with respect to any Default, including remedies that may benefit the Member Designee, the Administrator and their Affiliates to the exclusion of the Fund or any non-Defaulting Members. Notwithstanding any other provision of this Agreement to the contrary, each Member agrees to pay on demand all costs and expenses (including attorneys' fees) incurred by or on behalf of the Fund in connection with the enforcement of this Agreement against any Defaulting Member or otherwise as a result of a Default by such Member and that any such payment shall not constitute a Capital Contribution to the Fund. Amounts forfeited by a Defaulting Member and not otherwise applied to the payment of costs and expenses in accordance with this Section 5.3, plus any late fee thereon, shall be credited or distributed to the Non-Defaulting Members in proportion to their Sharing Percentages, unless the Member Designee determines that the credit or distribution of such amounts is not appropriate under the circumstances. (f) Consents. Whenever the vote, consent or decision of a Member is required or permitted pursuant to this Agreement or under the Act, a Defaulting Member shall not be entitled to participate in such vote or consent, or to make such decision, and such vote, consent or decision shall be tabulated or made as if such Defaulting Member were not a Member. ER305378-MAXWELL B-30 CONFIDENTIAL UBSTERRAMAR00002052 EFTA00237683

ARTICLE VI CAPITAL ACCOUNTS; DISTRIBUTIONS; ALLOCATIONS; WITHHOLDING 6.1. Capital Accounts. There shall be established on the books and records of the Fund a capital account (a "Capital Account") for each Member. 6.2. Adjustments to Capital Accounts. As of the last day of each Period, the balance of each Member's Capital Account shall be adjusted by (a) increasing such balance by (i) such Member's allocable share of each item of the Fund's income and gain for such Period (allocated in accordance with Section 6.9 and 6.10), induding income and gain from Temporary Investments, (ii) the amount of Capital Contributions, if any, made by such Member during such Period and (iii) the amount of the Fund's liabilities assumed by the Member or secured by distributed assets that such Member takes subject to and (b) decreasing such balance by (i) the amount of cash or the Value of Marketable Securities or other property distributed to such Member pursuant to this Agreement, including a return of unused capital and (ii) such Member's allocable share of each item of the Fund's loss and deduction for such Period (allocated in accordance with Section 6.9 and 6.10). Each Member's Capital Account shall be further adjusted (without duplication) with respect to any special allocations or adjustments pursuant to this Agreement. 6.3. Distributions. Distributable Cash shall be distributed among the Members based upon their respective Sharing Percentages; provided that distributions to any Member shall, to the extent necessary, be appropriately adjusted to adequately account for the difference, if any, in each Member's share of Temporary Investment income and Fund Expenses and the exclusion of a Subsequent Member from funding and participating in any portion of a Portfolio Investment pursuant to Section 10.2(a) or Section 10.2(d). 6.4. Return of Unused Capital. If and to the extent that the Fund has Available Assets that have not otherwise been distributed as of the date of the end of the Investment Period (or such earlier date or dates determined by the Member Designee), the Member Designee shall promptly liquidate any non-cash Available Assets and distribute the proceeds of all Available Assets to the Members pursuant to Section 6.3. 6.5. General Distribution Provisions. (a) Notwithstanding any other provision of this Agreement to the contrary, distributions shall be made only to the extent of Available Assets and in compliance with the Act and other applicable law. (b) Any distribution by the Fund pursuant to Artides VI and XI to the Person shown on the Member Register as a Member or to such Person's legal representatives, or to the Transferee of such Person's right to receive such distributions as provided herein, shall acquit the Fund, the Administrator or the Member Designee of all liability to any other Person that may be interested in such distribution by reason of any Transfer of such Person's Interest for any reason (including a Transfer of such Interest by reason of the death, incompetence, bankruptcy or liquidation of such Person). (c) Except as otherwise provided herein, any Distributable Cash shall be distributed to the Members at such times as the Member Designee shall determine. (d) Notwithstanding any other provision of this Agreement to the contrary, during the Term, prior distributions of Distributable Cash made pursuant to Section 6.3 may be subject to recall and reinvestment by the Member Designee in its discretion. ER305378-MAXWELL B-31 CONFIDENTIAL UBSTERRAMAR00002053 EFTA00237684

6.6. Distributions in Kind. Notwithstanding any other provision of this Agreement to the contrary, the Member Designee may make distributions of Marketable Securities and other Securities during the Term or upon the winding-up of the Fund in accordance with Article In the event that a distribution of Marketable Securities, other Securities or other property is made, such Securities or property shall be deemed to have been sold at their Value and the proceeds of such sale shall be deemed to have been distributed in the form of Distributable Cash to the Members, for all purposes of this Agreement. Distributions of Marketable Securities, other Securities or other property shall be made to all of the Members pro raw based upon the aggregate amount that would be distributed to each Member pursuant to Section 6.3, as determined by the Member Designee. The Member Designee may cause certificates evidencing any Securities to be distributed to be imprinted with legends as to such restrictions on Transfer as it may determine are necessary or appropriate, including legends as to applicable securities laws or other legal or contractual restrictions, and may require any Member to which Securities are to be distributed, as a condition to such distribution, to agree in writing (a) that such Member will not Transfer such Securities except in compliance with such restrictions and (b) to such other matters as the Member Designee may determine are necessary or appropriate. 6.7. Negative Capital Accounts. No Member (other than a Defaulting Member) shall be required to make up a negative balance in its Capital Account. 6.8. No Withdrawal of Capital. Except as otherwise expressly provided in this Agreement, (a) no Member shall have the right to withdraw capital from the Fund or to receive any distribution of or return on such Member's Capital Contributions and (b) no Member shall be entitled to interest on such Member's Capital Contributions to the Fund with respect to its Capital Account. 6.9. Allocations to Capital Accounts. (a) General. Except as otherwise provided herein, each item of income, gain, loss, deduction and credit of the Fund shall be allocated among the Capital Accounts of the Members with respect to each Period, as of the last day of such Period, in a manner such that the Capital Account of each such Member, immediately after making such allocation, is, as nearly possible, equal (proportionately) to (i) the distribution that would be made to such Member (or the amount that such Member would be required to contribute to the Fund) if the Fund were to liquidate its assets at their book values and distribute the proceeds in accordance with Section 11.2(bXiii), minus (ii) such Member's share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain; provided that the Administrative Fee shall be allocated among the Members in accordance with the amount calculated with respect to each Member as provided in Section 7.1 and Temporary Investment income and expenses shall, to the extent necessary to reflect each Member's allocable share thereof, be allocated among the Members as described in Section 10.2. ER305378-MAXWELL B-32 CONFIDENTIAL UBSTERRAMAR00002054 EFTA00237685

(b) Special Allocations. (i) Notwithstanding anything to the contrary in this Article VI, if there is a net decrease in Company Minimum Gain or Member Nonrecourse Debt Minimum Gain during any Period, each Member shall be specially allocated items of the income and gain of the Fund for such Period (and, if necessary, subsequent Periods) in an amount equal to its respective shares of such net decrease during such Period, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.7O4 -2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 6.9(b)(i) is intended to comply with the minimum gain chargeback requirement in such Treasury Regulations Section and shall be interpreted consistently therewith, including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4). (ii) No loss or deduction or item thereof shall be allocated to any Member if, or to the extent that, such allocation would create or increase a deficit in such Member's Capital Account. For this purpose, a Member's Capital Account shall also be reduced to account for the items described in clauses (4), (5) and (6) of Treasury Regulations Section l.7O4-1(bX2)(iiXd). Any loss or deduction, the allocation of which to any Member is prohibited by this Section 6.9(bXii), shall be reallocated to other Members in proportion to their Sharing Percentages to the extent such allocation is not prohibited by this Section 6.9(bXii). (iii) Notwithstanding anything to the contrary in this Article VI other than Section 6.9(b)(i), to the extent required for allocations pursuant to this Article VI to have substantial economic effect, a Member who unexpectedly receives an adjustment, allocation or distribution described in clause (4), (5) or (6) of Treasury Regulations Section l.704-1(b)(2)(ii)(d) will be allocated items of income and gain in an amount and manner sufficient to eliminate as quickly as possible any deficit Capital Account balance created for purposes of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) by such adjustment, allocation or distribution. (iv) Nonrecourse Deductions for any Period shall be allocated to the Members in proportion to each Member's previous Capital Contributions. (v) Any Member Nonrecourse Deductions for any Period shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section I.7O4-2(iX1). (vi) Syndication expenses and organization expenses (as defined in Section 709(a) of the Code and Treasury Regulations Section 1.709-2) for any Period shall be allocated to the Capital Accounts of the Members so that, as nearly as possible, the cumulative amount of such expenses allocated with respect to such Member corresponds to the Member's Sharing Percentage; provided that the Placement Fee shall be allocated among the Members in accordance with the amount calculated with respect to each Member as provided in Section 1.10. (c) The provisions of this Agreement are intended to comply with Section 7O4(b) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied in a manner consistent with such Section and such Treasury Regulations. ER305378-MAXWELL B-33 CONFIDENTIAL UBSTERRAMAR00002055 EFTA00237686

Notwithstanding any other provision of this Agreement to the contrary, the Member Designee shall make such allocations as may be required in order to comply with this Section 6.9(c), and recognizing the complexity of the allocations pursuant to this Section 6.9(c), the Member Designee is authorized to modify these allocations to ensure that they achieve the intended results. 6.10. Transfer of or Change in Interests. The Member Designee is hereby authorized to adopt any reasonable convention or combination of conventions for federal income tax purposes regarding the allocation or special allocation of items of the income, gain, loss, deduction and expense of the Fund with respect to a newly issued Interest, a Transferred Interest and a redeemed Interest. A Transferee of an Interest shall succeed to the Capital Account of the Transferor Member to the extent that it relates to the Transferred Interest. 6.11. Tax Allocations. (a) Except as otherwise provided in this Section 6.11, for each Period, items of the Fund's income, gains, losses, deductions and expenses shall be allocated, for federal, state and local income tax purposes, among the Members in the same manner as such items are allocated for book and accounting purposes. (b) Income, gains, losses and deductions with respect to any property (other than cash) contributed or deemed contributed to the capital of the Fund shall, solely for income tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Fund for federal income tax purposes and its Value at the time of the contribution or deemed contribution in accordance with Section 704(c) of the Code and the Treasury Regulations. Such allocations shall be made in such manner and utilizing such permissible tax elections as determined by the Member Designee. If there is a revaluation of the property of the Fund, subsequent allocations of income, gains, losses or deductions with respect to such property shall be allocated among the Members so as to take account of any variation between the adjusted tax basis of such property to the Fund for federal income tax purposes and its Value in accordance with Section 704(c) of the Code and the Treasury Regulations. Such allocations shall be made in such manner and utilizing such permissible tax elections as determined by the Member Designee. (c) Allocations pursuant to this Section 6.11 are solely for federal, state and local tax purposes and shall not affect, or in any way be taken into account in computing, any Member's Capital Account or allocable share of income, gain, loss, deduction and credit (or items thereof). 6.12. Agreement to Be Bound by Tax Treatment. The Members acknowledge that they are aware of the tax consequences of the allocations made by this Article VI and hereby agree to be bound by the provisions of this Article VI in reporting their respective shares of items of the Fund income, gain, loss, deduction and expense. 6.13. Determinations by the Tax Matters Partner. (a) All matters concerning the computation of Capital Accounts, the allocation of items of the Fund income, gain, loss, deduction and expense for all purposes of this Agreement and the adoption of any accounting procedures not expressly provided for by the terms ER305378-MAXWELL B-34 CONFIDENTIAL UBSTERRAMAR00002056 EFTA00237687

of this Agreement shall be determined by the Tax Matters Partner. Such determinations shall be final and conclusive as to all Members. Without in any way limiting the generality of the foregoing, if and to the extent that, for income tax purposes, any item of income, gain, loss, deduction or expense of any Member, or the Fund is constructively attributed to the Fund or any Member, as applicable, or any contribution to or distribution by the Fund or any payment by any Member or the Fund is re- characterized, the Tax Matters Partner may determine to specially allocate items of income, gain, loss, deduction and expense or make correlative adjustments to the Capital Accounts of the Members in a manner so that the net amount of income, gain, loss, deduction and expense realized by each relevant party (after taking into account such special allocations) and the net Capital Account balances of the Members (after taking into account such special allocations and adjustments) shall, as nearly as possible, be equal to the amount of income, gain, loss, deduction and expense, as applicable, that would have been realized by each relevant party and the Capital Account balances of the Members that would have existed if such attribution or re-characterization and the application of this sentence had not occurred. Notwithstanding anything expressed or implied to the contrary in this Agreement, in the event that the Tax Matters Partner determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to effectuate the intended economic sharing arrangement of the Members, the Tax Matters Partner may make such modification. (b) The Tax Matters Partner is hereby authorized and empowered to make on behalf and in the name of the Fund any election, and to prepare or have prepared, to execute or have executed and to file, on behalf and in the name of the Fund, any returns, applications and other instruments and documents which it deems in its discretion desirable or advisable in connection with determining such allocations. The Tax Matters Partner may cause the Fund to make all elections required or permitted to be made by the Fund in its discretion; provided that the Tax Matters Partner shall not permit the Fund to elect, and the Fund shall not elect, to be treated as an association taxable as a corporation for U.S. federal, state or local income tax purposes under Treasury Regulations Section 301.7701-3(a) or under any corresponding provision of State or local law. The Tax Matters Partner may determine to cause the Fund to make the election under Section 754 of the Code. 6.14. Tax Matters Partner. The Member Designee or any Qualified Replacements appointed pursuant to Section 2.1(c) hereof is hereby appointed as the "tax matters partner" of the Fund, as provided in the Treasury Regulations pursuant to Section 6231 of the Code (as in effect prior to the effective date of the Bipartisan Budget Act of 2015 (the "Budget Act"), or the "partnership representative" for all purposes of Section 6223 of the Code as in effect following the effective date of the Budget Act),and any similar provisions under any other State or local or non-U.S. tax laws, and in such capacity referred to as the "Tax Matters Partner." Each Member hereby consents to such appointment or designation and agrees that upon the request of the Tax Matters Partner it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. Each Member further agrees that such Member shall not treat any Fund item on such Member's individual income tax return in a manner which is inconsistent with the treatment of such item on the Fund's tax return (or with the treatment of the item on any statement of such Member's share of any adjustment to income, gain, loss, deduction or credit furnished to such Member by the Fund in accordance with Section 6226 of the Code, as enacted in the Budget Act). At the request of the Tax Matters Partner in connection with an adjustment of ER305378-MAXWELL B-35 CONFIDENTIAL UBSTERRAMAR00002057 EFTA00237688

any item of income, gain, loss, deduction, or credit of the Fund or any partnership in which the Fund invests, directly or indirectly, each Member shall promptly file one or more amended returns in the manner contemplated by Code Section 6225(c) (as in effect following the Budget Ad) and any Regulations or other guidance that may be promulgated or issued in the future relating thereto and pay any tax due with respect to such returns. If the Tax Matters Partner makes an election pursuant to Code Section 6226 (as in effect following the Budget Act) with respect to an imputed underpayment, each Member shall comply with the requirements under such section (and any Regulations or other guidance that may be promulgated or issued in the future relating thereto). At the request of the Tax Matters Partner, each Member shall provide the Tax Matters Partner and the Fund with any information available to such Member and with such representations, certificates, or forms relating to such Member (or its direct or indirect owners or account holders) and any other documentation, in each case, that the Tax Matters Partner determines, in its sole discretion, are necessary to make certain elections or modify imputed underpayments pursuant to the rules of Chapter 63 of the Code (as in effect following the Budget Ad) or the Regulations or other official guidance thereunder. Notwithstanding anything to the contrary in this Agreement, any information, representations, certificates, forms, or documentation so provided may be disclosed to any applicable taxing authority. The foregoing covenants of the Members shall survive indefinitely and shall not terminate, without regard to any transfer or redemption of a Member's Interest, withdrawal as a Member, or liquidation, dissolution or termination of the Fund. Each Member further agrees that, to the extent permitted by law, it shall not independently act with respect to tax audits or tax litigation affecting the Fund, unless previously authorized to do so in writing by the Tax Matters Partner. Any expenses borne by the Tax Matters Partner in connection with the Fund shall be borne by the Fund and the Tax Matters Partner shall be entitled to reimbursement for all expenses incurred in that capacity. 6.15. Withholding. (a) Each Member shall, to the full extent permitted by applicable law, indemnify and hold harmless each Covered Person who is or who is deemed to be the responsible withholding agent for U.S. federal, state or local or non-U.S. income tax purposes against all claims, liabilities and expenses of whatever nature relating to such Covered Person's obligation to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Fund or as a result of such Member's participation in the Fund, including any amounts required to be paid by the Fund with respect to a Member under Sections 6225 and 6232 of the Code (as in effect under the Budget Act). In the event that a Member fails to comply with this Section 6.15(a), such Member will be deemed to be in default under this Agreement and shall be subject to the provisions of Section 5.3 as if such Member had failed to make a required Capital Contribution. (b) Notwithstanding any other provision of this Agreement to the contrary, each Member hereby authorizes the Tax Matters Partner, on behalf of the Fund, to withhold and to pay over, or pay using any assets of the Fund, including any cash generated through the sale of such assets, or otherwise, any withholding or other taxes payable by the Fund or any of its Affiliates (pursuant to the Code or any provision of U.S. federal, state or local or non-U.S. tax law, induding a Member's tax liability with respect to a composite return) with respect to such Member or as a result of such Member's participation in the Fund (including as a result of a distribution in kind to such Member), or taxes of the Fund under Chapter 63 of the Code, as amended by the Budget Act, that are allocable to such member, as determined by the Tax Matters Partner in its discretion. If and to the extent that the Fund is required to withhold or pay any such withholding or other ER305378-MAXWELL B-36 CONFIDENTIAL UBSTERRAMAR00002058 EFTA00237689

taxes, such Member shall be deemed for all purposes of this Agreement to have received a payment from the Fund as of the time that such withholding or other tax is required to be paid, which payment shall be deemed to be a distribution to such Member with respect to such Member's Interest to the extent that such Member (or any successor to such Member's Interest) would have received a cash distribution but for such withholding. To the extent that such payment exceeds the cash distribution that such Member would have received but for such withholding or is paid using assets held by the Fund, including any cash generated through the sale of such assets, the Tax Matters Partner shall notify such Member as to the amount of such excess and such Member shall make a prompt payment to the Fund of such amount by wire transfer, which payment shall not constitute a Capital Contribution. In addition, the Fund may hold back from any distribution in kind to a Member with any unpaid taxes property having a Value equal to the amount of such taxes until the Fund has received payment of such amount. If the Fund uses assets held by the Fund, including any cash generated though the sale of such assets held by the Fund to pay any such withholding or other taxes, the Fund shall have the right to require such Member to contribute additional capital to the Fund equal to the amount of such payment plus associated expenses. The contribution of such additional capital shall not be treated as part of such Member's Capital Commitment. If a Member fails to contribute such additional capital as required by the Fund, it shall be subject to the provisions of Section 5.3 of this Agreement. (c) Any withholdings or other taxes referred to in this Section 6.15 shall be allocated to each Member pro rata in accordance with its Sharing Percentage; provided that any increase or decrease in such taxes resulting from the identity, nationality, residence or status of a Member will be specially allocated to that Member. (d) Any withholdings referred to in this Section 6.15 shall be made at the maximum applicable statutory rate under the applicable tax law unless the Tax Matters Partner has received an opinion of counsel, or other evidence, satisfactory to the Tax Matters Partner to the effect that a lower rate is applicable or that no withholding is applicable. (e) In the event that the Fund receives a distribution from or in respect of which tax has been withheld, the Fund shall be deemed to have received cash in an amount equal to the amount of such withheld tax, and each Member shall be treated as having received as a distribution of Distributable Cash, pursuant to Section 6.3 the portion of such amount that is attributable to such Member's Interest, as equitably determined by the Tax Matters Partner. 6.16. FATCA. Notwithstanding anything in this Agreement to the contrary, the Tax Matters Partner may take such actions as it determines necessary or appropriate to comply with (and allocate any economic burden associated with the compliance with) FATCA, including causing a Member to withdraw from the Fund under such terms and conditions established by the Tax Matters Partner or to indemnify the Fund, the Tax Matters Partner and their Affiliates for any loss or liability arising in whole or in part from such Member's failure to establish that payments and allocations to it are exempt from withholding under FATCA. "FATCA" means Sections 1471 through 1474 of the Code or any successor provision that is substantively the equivalent thereof (and, in each case, any regulations promulgated thereunder or official interpretations thereof); any agreements entered into pursuant thereto (including any intergovernmental agreements); any law, regulation or official interpretation of any jurisdiction implementing any such agreement entered into pursuant thereto and any similar law of any other jurisdiction. ER305378-MAXWELL 8-37 CONFIDENTIAL UBSTERRAMAR00002059 EFTA00237690

ARTICLE VII ADMINISTRATIVE FEE 7.1. Administrative Fee (a) The Fund shall pay to the Administrator, under the Administrative Services Agreement, an annual administrative fee (the "Administrative Fee") with respect to each Member equal to (i) 1.00% of such Member's Capital Commitment if such Member's Capital Commitment is less than $3 million, (ii) 0.75% of such Member's Capital Commitment if such Member's Capital Commitment is $3 million or more but less than $10 million, or (iii) 0.50% of such Member's Capital Commitment if such Member's Capital Commitment is $10 million or more, calculated as if each Member were admitted to the Fund as of the Initial Closing. After the Investment Period Expiration Date, the Administrative Fee payable by the Fund shall be computed based on the percentages described above attributable to each Member's Capital Commitment, but with such percentage applied to each Member's Capital Contributions used to fund investments by the Fund that have not been sold or otherwise disposed of (directly or indirectly through the Underlying Fund) and the proceeds thereof that have not been returned by the Underlying Fund to the Fund. For purposes of calculating the Administrative Fee after the Investment Period Expiration Date, each Member shall be deemed to have made Capital Contributions in respect of any binding commitments to make investments by the Fund. The Administrator, in its discretion, may waive, or defer all or any portion of the Administrative Fee in respect of a Member, including employees, officers and directors of the Administrator and its Affiliates. The Administrator may also vary the terms of the Administrative Fee with respect to a particular Member and/or class of Interests, in the Administrator's sole discretion. Notwithstanding anything to the contrary contained herein, the Administrative Fee will not be paid to the Administrator by those Members that invest through an Advisory Program. If, at any time, a Member terminates its participation in an Advisory Program and therefore, UBSFS or its Affiliates no longer receive a fee from such Member in respect of such Member's ownership of Interests in the Fund, then the Administrative Fee payable in respect of such Member may, as of the date of the termination of such Advisory Program, be calculated as described above for Members that are not subject to an Advisory Program. (b) For the avoidance of doubt, solely for the purpose of calculating the Administrative Fee pursuant to this Section 7.1, any amount contributed by a Member in excess of its Capital Commitment shall not be included in such Member's Capital Commitment for the purpose of calculating such Member's Capital Contributions in respect of the Administrative Fee. (c) The Administrative Fee will begin to accrue as of the date of the Initial Closing and will begin to accrue as of such date, regardless of when a Member is admitted to the Fund. The Administrative Fee shall be payable quarterly in arrears by the Fund and shall be pro-rated for periods of less than one full calendar quarter. (d) The Administrator may, directly or indirectly, assign all or any part of its rights and duties under the Administrative Services Agreement to any individual or entity, with the prior approval of the Member Designee; provided, however, that the Member Designee will provide notice to all Members following its approval of such an assignment. (e) The Administrative Services Agreement may be terminated by the Fund upon a vote of not less than a Majority in Interest, exduding Affiliated Members, at a meeting of the ER305378-MAXWELL B-38 CONFIDENTIAL UBSTERRAMAR00002060 EFTA00237691

Members called for such purpose in accordance with Article XIII. Upon the termination of the Administrative Services Agreement, the duties and obligations of the Administrator hereunder shall cease and the Members through the Member Designee then in office shall assume all such obligations of the Administrator hereunder; provided, however, the Administrator shall continue to be entitled to the rights and benefit provided to it under Sections 1.2(a), 1.2(c), 2.4 and 9.1; provided further, that none of the provisions referenced in the preceding proviso may be amended in a manner that adversely affects the rights of the Administrator without the prior written consent of the Administrator. ER305378-MAXWELL B-39 CONFIDENTIAL UBSTERRAMAR00002061 EFTA00237692

ARTICLE VIII BOOKS AND RECORDS; REPORTS TO MEMBERS; ETC. 8.1. Maintenance of Books and Records. The Administrator shall keep or cause to be kept during the Term, at such place as the Administrator may determine, full and accurate accounts of the transactions of the Fund in proper books and records of account, which shall set forth all information required by the Act. Such books and records will be prepared in accordance with such accounting method as the Administrator determines in its discretion is in the best interest of the Fund, which may not be in accordance with U.S. generally accepted accounting principles. The Fund shall adopt the accrual method for tax accounting purposes or any other accounting method permitted by the Code which the Administrator determines in its discretion is in the best interest of the Fund. 8.2. Audits; Financial Reports. Each Member hereby approves of Ernst & Young LLP as the initial auditor of the Fund. The Fund intends to deliver to the Members audited annual financial reports of the Fund as soon as practicable after the conclusion of the Fiscal Year. Nevertheless, due to (a) a change in accounting rules or interpretations that may make it difficult for the Administrator or costly for the Fund to provide audited financial reports or (b) the unavailability of necessary information from the Underlying Fund, the Fund may deliver unaudited annual financial reports to Members. An annual audit of financial reports may only be completed once the Fund receives audited financial statements from the Underlying Fund in respect of the same Fiscal Year. Consequently, the preparation of the Fund's audited annual financial reports may occur later than would otherwise be the case. The Fund will use reasonable efforts to prepare and mail, or cause to be prepared and mailed, an audited financial report (sent as of the end of a Fiscal Year) to each Member, promptly after the end of the period for which such report required under this Section 8.2 is being made, subject to the timely receipt of information from the Underlying Fund, setting forth for such period: (a) the assets and liabilities of the Fund as of the end of such period; and (b) the net profit or net loss of the Fund for such period. The Fund may furnish to each Member such other periodic reports as it deems necessary or appropriate. 8.3. Tax Returns and Tax Information. (a) The Administrator shall cause the Fund initially to elect the Fiscal Year as its taxable year and, subject to the timely receipt of the necessary information from the Underlying Fund, shall use reasonable efforts to cause to be prepared and timely filed all tax returns required to be filed for the Fund in the jurisdictions in which the Fund conducts business or derives income for all applicable tax years. (b) The Administrator shall use reasonable efforts, subject to the timely receipt of the necessary information from the Underlying Fund, to prepare and timely mail after the end of each Fiscal Year to each Member (and each other Person that was a Member during such Fiscal Year or its legal representatives), U.S. Internal Revenue Service Schedule K-1 (or any successor form), and such tax information as the Administrator reasonably believes may be necessary in the preparation by such Person of its U.S. federal tax returns in accordance with any applicable laws, rules and regulations then prevailing. Such information shall include a statement showing such Person's share of distributions, income, gain, loss, deductions and expenses and other relevant fiscal items of the Fund for such Fiscal Year. The Members hereby acknowledge that the provision of U.S. Internal Revenue Service Schedule K-1s to the Members on a timely basis is contingent upon the Administrator's receipt on a timely basis of ER305378-MAXWELL B-40 CONFIDENTIAL UBSTERRAMAR00002062 EFTA00237693

the necessary information from the Underlying Fund. The Schedule K-1s will not be available prior to April 15 and accordingly, Members may need to obtain extensions for the filing of their own individual tax returns. (c) The Administrator, in its discretion, may file composite returns with respect to the state or local income or franchise tax liability of the Members in any State of the United States that permits or requires such filings with respect to nonresident Members. If the Administrator files a composite return, the Administrator will comply with any requirements set forth in the relevant tax law regarding the provision of information to, and the receipt of certifications and consents from, the Members with respect to their eligibility to be included in and tax consequences of such filing. 8.4. Banking. All funds of the Fund may be deposited in such bank, brokerage or money market accounts as may be established by the Administrator. Withdrawals from and checks drawn on any such account shall be made upon such signature or signatures as the Administrator may designate. ER305378-MAXWELL B-41 CONFIDENTIAL UBSTERFtAMAR00002063 EFTA00237694

ARTICLE IX INDEMNIFICATION 9.1. Indemnification of Covered Persons. (a) The Fund shall and hereby does, to the full extent permitted by applicable law, indemnify, hold harmless and release (and each Member does hereby release) each Covered Person from and against any and all daims, demands, liabilities, costs, expenses, damages, losses, suits, proceedings and actions, whether judicial, administrative, investigative or otherwise, of whatever nature, known or unknown, liquidated or unliquidated (collectively, "Claims") that may accrue to or be incurred by any Covered Person, or in which any Covered Person may become involved, as a party or otherwise, or with which any Covered Person may be threatened, as applicable, in each case relating to or arising out of the investment or other activities of the Fund or activities undertaken in connection with the Fund, or otherwise relating to or arising out of this Agreement, including amounts paid in satisfaction of judgments, in compromise or as fines or penalties, and counsel fees and expenses incurred in connection with the preparation for or defense or disposition of any investigation, action, suit, arbitration or other proceeding (a "Proceeding") whether civil or criminal (all of such Claims, amounts and expenses collectively, "Damaaes") except to the extent that a court of competent jurisdiction has determined in a non-appealable judgment that such Damages arose primarily from Disabling Conduct of such Covered Person. The termination of any Proceeding by settlement shall not, of itself, create a presumption that any Damages relating to such settlement or otherwise relating to such Proceeding arose primarily from Disabling Conduct of any Covered Person. (b) Expenses incurred by a Covered Person in defense or settlement of any Claim that may be subject to a right of indemnification hereunder may be advanced by the Fund to such Covered Person prior to the final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if a court of competent jurisdiction determines in a non-appealable judgment that the Covered Person was not entitled to be indemnified hereunder. Any and all judgments against the Fund, the Member Designee or the Administrator in respect of which the Member Designee or the Administrator is entitled to indemnification, shall be satisfied from the assets of the Fund, including Capital Contributions and any payments under Section 9.2. (c) Promptly after receipt by a Covered Person of notice of the commencement of any Proceeding, such Covered Person shall, if a daim for indemnification in respect thereof is to be made against the Fund, give written notice to the Fund of the commencement of such Proceeding; provided that the failure of any Covered Person to give such notice as provided herein shall not relieve the Fund of its obligations under this Section 9.1. If any Proceeding is brought against a Covered Person (other than a derivative suit in right of the Fund), the Fund shall be entitled to participate therein and to assume the defense thereof to the extent that the Fund may wish, with counsel reasonably satisfactory to such Covered Person. After notice from the Fund to such Covered Person of the Fund's election to assume the defense of such Proceeding, the Fund shall not be liable for expenses subsequently incurred by such Covered Person in connection with the defense thereof. The Fund shall not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the release of such Covered Person by the claimant or plaintiff from all liability in respect of such Proceeding and the related Claim. ER305378-MAXWELL B-42 CONFIDENTIAL UBSTERRAMAR00002064 EFTA00237695

(d) The provisions of this Section 9.1 shall continue to afford protection to each Covered Person regardless of whether such Covered Person remains in the position or capacity based upon which such Covered Person became entitled to indemnification under this Section 9.1 and regardless of any subsequent amendment to this Agreement, and no amendment to this Agreement shall reduce or restrict the extent to which these provisions apply to actions taken or omissions made prior to the date of such amendment. (e) If the Member Designee determines that it is appropriate or necessary to do so, the Member Designee may cause the Fund to establish reasonable reserves, escrow accounts or similar accounts to fund its obligations under this Section 9.1. (t) The right of any Covered Person to the indemnification provided herein shall be cumulative with, and in addition to, any and all rights to which such Covered Person may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Covered Person's successors, assigns, heirs and legal representatives. The rights of indemnification provided under this Section 9.1 shall not be construed so as to provide indemnification of an indemnitee for any liability (including liability under U.S. federal securities laws which, under certain circumstances, impose liability even on Persons that act in good faith) to the extent (but only to the extent) that such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the applicable provisions of this Section 9.1 to the full extent permitted by law. (g) The Fund (and not any Covered Person), will (i) be responsible for any losses resulting from "trading" errors and similar human errors, absent willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of the obligations and duties of any Covered Person or (ii) receive the gain from such errors, as the case may be. 9.2. Return of Certain Distributions to Fund Indemnification. Notwithstanding any other provision of this Agreement to the contrary, at any time and from time to time: (a) the Member Designee may require the Members to return to the Fund amounts distributed by the Fund to the Members in an amount sufficient to satisfy all or any portion of the indemnification obligations of the Fund pursuant to Section 9.1, whether such obligations arise before or after the last day of the Term or, with respect to any Member, before or after such Member's resignation from the Fund; and (b) if, pursuant to the Underlying Fund Documents, the Fund is obligated to return any amounts previously distributed by the Underlying Fund, the Member Designee may require the Members to return distributions in an amount sufficient to satisfy such obligations; provided that, in each such case, all Members shall return distributions pro rata based on distributions received by each Member from the Fund relative to distributions received by all Members from the Fund. Any distributions returned pursuant to this Section 9.2 shall not be treated as Capital Contributions, but shall be treated as returns of distributions and reductions in Distributable Cash. Nothing in this Section 9.2, express or implied, is intended or shall be construed to give any Person other than the Fund or the Members any legal or equitable right, remedy or claim under or in respect of this Section 9.2 or any provision contained herein. For purposes of this Section 9.2, references to Members shall include former Members. ER305378-MAXWELL B-43 CONFIDENTIAL UBSTERRAMAR00002065 EFTA00237696

ARTICLE X TRANSFERS; SUBSEQUENT CLOSINGS 10.1. Transfers by Members. (a) A Member may not Transfer all or any part of its Interest, except in the following circumstances and in accordance with Section 10.2(c): (i) subject to Section 10.3, by operation of law in the event of death, bankruptcy, insolvency or dissolution of such Member; or (ii) with the prior written consent of the Member Designee, which may be withheld by the Member Designee in its discretion. (b) Any proposed Transfer by a Member pursuant to the terms of this Article X (except for any Transfer pursuant to Section 10.3 and excluding, for the avoidance of doubt, any Transfer pursuant to Section 5.3(c) or (d)) shall, in addition to requiring the prior written consent referred to in Section 10.1(a), if applicable, be subject to the satisfaction of the following conditions: (i) the Member that proposes to effect such Transfer (the "Transferor") or the Person to whom such Transfer is to be made (the "Transfereq") shall have undertaken to pay all expenses incurred by the Fund and the Member Designee in connection therewith; (ii) the Member Designee shall have been given at least 60 days' prior written notice of the proposed Transfer; (iii) the Fund shall have received from the Transferee and, in the case of clause (C) below, from the Transferor to the extent specified by the Member Designee, (A) such assignment agreement and other documents, instruments and certificates as may be requested by the Member Designee, pursuant to which the Transferee shall have agreed to be bound by this Agreement, including if requested a counterpart of this Agreement executed by or on behalf of the Transferee, (B) a certificate or representation to the effect that the representations set forth in the Investor Application of the Transferor are (except as otherwise disclosed to and consented to by the Member Designee) true and correct with respect to the Transferee as of the date of the Transfer, and (C) such other documents, opinions, instruments and certificates as the Member Designee may have requested; (iv) the Transferor or the Transferee shall have delivered to the Fund, unless otherwise determined by the Member Designee, the opinion of counsel described in Section 10.1(c), which opinion shall be satisfactory to the Member Designee; (v) each of the Transferor and the Transferee shall have provided a certificate or representation to the effect that (A) the proposed Transfer will not be effected on or through (1) a U.S. national, regional or local securities exchange, (2) a non-U.S. securities exchange or (3) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers and (B) it is not, and its proposed Transfer or acquisition (as the case may be) will not be made by, through or on behalf of (1) a Person, such as a broker or a dealer, making a market in interests in the Fund (provided that a broker or a dealer, induding UBSFS ER305378-MAXWELL B-44 CONFIDENTIAL UBSTERRAMAR00002066 EFTA00237697

or any of its Affiliates, may purchase the Interest of the Transferor) or (2) a Person that makes available to the public bid or offer quotes with respect to Interests; and (vi) such Transfer will not be effected on or through an "established securities market" or a "secondary market or the substantial equivalent thereof", as such terms are used in Section 1.7704-1 of the Treasury Regulations. The Member Designee may determine to waive any or all of the conditions set forth in this Section 10.1(b), other than those set forth in clause (vi). (c) The opinion of counsel referred to in Section 1O.1(b)(iv) with respect to a proposed Transfer shall, unless otherwise specified by the Member Designee, include opinions substantially to the effect that: (i) such Transfer will not require registration under the Securities Act or violate any applicable non-U.S. securities laws; (ii) such Transfer will not require any of the other Members, the Administrator, the Member Designee or any of their Affiliates or any other Member to register as an investment advisor under the Advisers Ad if such Person is not already so registered; (iii) such Transfer will not cause the Fund to be taxable as a corporation or as a publicly traded partnership for U.S. federal income tax purposes; (iv) such Transfer, in the case of a transfer to a Benefit Plan Investor, will not cause all or any portion of the assets of the Fund to constitute "plan assets" for purposes of ERISA; and (v) such Transfer will not violate the laws, rules or regulations of any State or any governmental authority applicable to the Transferor, the Transferee or such Transfer. In giving such opinion, counsel may, with the consent of the Member Designee, rely as to factual matters on certificates of the Transferor, the Transferee and the Member Designee and include in its opinion customary qualifications and limitations. (d) A Transferee may be admitted to the Fund as a substitute Member of the Fund (a "Substitute Member") only in accordance with Sections 5.3(c) and (d) and this Article X. Unless the Member Designee, the Transferor and the Transferee otherwise agree, in the event of the admission of a Transferee as a Substitute Member, all references herein to the Transferor shall be deemed to apply to such Substitute Member, and such Substitute Member shall succeed to all of the rights and obligations of the Transferor hereunder. A Person shall be deemed to be admitted to the Fund as a Substitute Member at the time that the foregoing conditions are satisfied or waived, as applicable, and such Person is listed in the Member Register. (e) Unless effected in accordance with this Agreement, no attempted Transfer or substitution shall be recognized by the Fund and any purported Transfer or substitution shall be void ab initio. ER305378-MAXWELL B-45 CONFIDENTIAL UBSTERRAMAR00002067 EFTA00237698

10.2. Subsequent Closings. (a) The Member Designee is hereby authorized to schedule one or more additional Closings on any date not later than the Final Underlying Fund Closing Date to admit Additional Members to the Fund or to permit previously admitted Members to increase their Capital Commitments (Additional Members and previously admitted Members increasing their Capital Commitments being collectively referred to as "5ubseauen( Members" and all references to the admission to the Fund and the Capital Commitment of a Subsequent Member being understood to include the increase in the Capital Commitment and the increased amount of the Capital Commitment, respectively, of a previously admitted Member). Each Subsequent Member will participate in all investments already made by the Fund, other than Temporary Investments, and will bear its proportionate share of all Organizational Expenses and Fund Expenses, other than those related to such Temporary Investments, as though such Subsequent Member had been admitted at the Initial Closing. Notwithstanding the foregoing, to the extent that, as a result of the Capital Commitment of a Subsequent Member to the Fund, (i) the Fund increases its capital commitment to the Underlying Fund and (ii) the Underlying Fund precludes the Fund from increasing its participation in the Underlying Fund's existing investments as a result of such increased capital commitment, the Member Designee may, in its discretion, cause such Subsequent Member not to participate in the portion of the Fund's capital commitment to the Underlying Fund that relates to the Underlying Fund's existing investments. Prior to admitting any Subsequent Members to the Fund, the Member Designee shall have determined that the following conditions have been satisfied to its satisfaction: (i) Such Subsequent Member shall have executed and delivered such documents, instruments and certificates and shall have taken such actions as the Member Designee may deem necessary or desirable to effect such admission, including, if requested, the execution of (A) an Investor Application containing representations and warranties by the Subsequent Members that are substantially the same as those made by the previously admitted Members in the Investor Applications executed at the Initial Closing and (B) a counterpart of this Agreement; and (ii) The Subsequent Member shall have made a Capital Contribution (or in the case of a Member increasing its Capital Commitment, an additional Capital Contribution with respect to its increased Capital Commitment) to the Fund in accordance with the terms of Section 5.2(a). (b) A Subsequent Member shall not share in any income earned from (or expenses attributable to) Temporary Investments made by the Fund prior to such Member's admission to the Fund, except to the extent such Temporary Investments were made using Capital Contributions of such Member. (c) To the extent that, as a result of the admission of a Subsequent Member to the Fund, the Fund increases its commitment to the Underlying Fund and the Fund incurs costs associated with such increased commitment to the Underlying Fund ("Additional Costs") each Member shall bear its share of such Additional Costs irrespective of whether such Member was admitted to the Fund at a Closing prior to the subsequent Closing at which such Subsequent Member was admitted to the Fund; provided that, the Member Designee may, in its sole discretion, determine to specifically allocate any such costs to the Member in respect of which such costs were incurred in which event the Member Designee also may elect to allocate any interest received from the ER305378-MAXWELL B-46 CONFIDENTIAL UBSTERRAMAR00002068 EFTA00237699

Underlying Fund relating to such Subsequent Members to the Members that made contributions for such investments. The Administrator in its discretion will determine each Subsequent Member's allocable share of Temporary Investments and Fund Expenses associated with the Fund's increased commitment to the Underlying Fund. The Administrator will adjust each existing Member's Capital Account with such items as necessary to reflect the arrangement set forth in the preceding paragraph with respect to subsequent Closings. (d) Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if at the time that a Subsequent Member is admitted to the Fund, the Member Designee determines that there has been a significant event or material change relating to a Portfolio Investment that would make it appropriate to (i) require that such Subsequent Member pay to the Fund an amount with respect to such Portfolio Investment above or (ii) exclude such Subsequent Member from funding and participating in any portion of such Portfolio Investment, then the Member Designee may do so and may unilaterally amend this Agreement and the Member Register to reflect such changes to the terms on which such Subsequent Member may be admitted to the Fund. Alternatively, the Fund may allow Subsequent Members to participate in all Portfolio Investments, including investments made prior to the admission of a Subsequent Member. A Person shall be deemed to have been admitted to the Fund as a Subsequent Member at the time that the foregoing conditions are satisfied, as determined by the Member Designee, and such Person is listed in the Member Register. (e) The books and records of the Fund shall be amended by the Member Designee as appropriate to show the name of each Subsequent Member and the amount of its Capital Commitment. 10.3. piscontinuation of Member's Interest by the Member Designee. The Member Designee may, in its discretion, terminate any Member's Interest upon five (5) calendar days' prior written notice to such Member (a) in the event of the death of such Member or (b) if the Member Designee determines that the continued participation of such Member in the Fund would be detrimental to the Fund, including, by way of example and not limitation, by (i) jeopardizing the classification of the Fund as a partnership for U.S. federal income tax purposes, (ii) involving the Fund, the Member Designee or any Member in litigation, (iii) causing the Fund to be required to register under the Investment Company Act, (iv) causing the Member Designee or any of its Affiliates to be required to register under the Advisers Act, (v) causing all or any portion of the assets of the Fund to constitute "plan assets" for purposes of ERISA, (vi) causing the Fund to be excluded from certain investments made by the Underlying Fund or (vii) causing the Fund to violate any laws, rules or regulations applicable to the Fund or the Member Designee. In the event of any such termination of such Member's Interest, (a)(i) such Member shall be paid an amount equal to the positive balance, if any, in its Capital Account as of the termination date (which value shall be determined by the Member Designee) within 90 days or as soon thereafter as the Fund has available funds, as determined by the Member Designee, in its discretion, (ii) the Member Designee may admit a Substitute Member to assume all or a portion of the balance of the Capital Commitment of such Member on such terms and upon the delivery of such documents as the Member Designee may determine to be appropriate and (iii) the Member Designee shall make such revisions to the Member ER305378-MAXWELL B-47 CONFIDENTIAL UBSTERRAMAR00002069 EFTA00237700

Register as may be necessary to reflect the change in Members and Capital Commitments contemplated by this Section 10.3 or (b) without any further action by such Member, the Member Designee may have such Member's Interest sold or transferred to any other Person or Persons (including an Affiliate of the Member Designee or the Administrator or in a transaction in which the Member Designee, the Administrator or one of their Affiliates is acting as agent or principal) at whatever price or terms in the discretion of the Member or Member Designee (with the net proceeds, if any, of such sale inuring to the benefit of such Member other than in the case of a Defaulting Member, in which case none of the proceeds, if any, of such sale will inure to the benefit of such Defaulting Member) and allowing the transferee of such Interest to assume such Member's Remaining Capital Commitment. 10.4. ERISA Considerations. Notwithstanding any other provision of this Agreement to the contrary, and without limiting any other right of the Member Designee under this Agreement, the Member Designee will not permit any acquisition, Transfer or withdrawal of Interests (and any such acquisition, Transfer or withdrawal will be null and void) if, giving effect to the acquisition, Transfer or withdrawal, investment by Members who have represented that they are Benefit Plan Investors would equal or exceed 25% of the Interests (as determined under Section 3(42) of ERISA and the Plan Assets Regulation). Compliance with the foregoing 25% limitation may require the Fund to limit the transferability of Interests to Benefit Plan Investors or to any Person (excluding any Benefit Plan Investor) having discretionary control of the assets of the Fund or rendering investment advice to the Fund for a fee, and their Affiliates, and without limiting any other prohibitions or restrictions on transferability, the Member Designee may limit transferability in connection with satisfying the 25% limitation. ER305378-MAXWELL B-48 CONFIDENTIAL UBSTERRAMAR00002070 EFTA00237701

ARTICLE XI DISSOLUTION AND WINDING UP OF THE FUND 11.1. Dissolution of the Fund. The Fund shall be dissolved, and its affairs shall be wound up, upon the first to occur of any of the following events: (a) the expiration of the Term; (b) the last Business Day of the Fiscal Year following the end of the Investment Period in which all assets acquired or agreed to be acquired by the Fund have been sold or otherwise disposed of; (c) the resignation or bankruptcy of the Administrator, the Qualified Replacement or the Member Designee, or the occurrence of any other event that causes UBSFA, or an Affiliate thereof, to cease to be the Administrator or the Member Designee (including termination of the Administrative Services Agreement pursuant to Section 7.1) unless, subject to either the Administrator's written consent to the continued use of the name "ALPHAKEYS EUROPEAN REAL ESTATE OPPORTUNITIES FUND II, L.L.C." or the name of the Fund being changed to a name which does not indude the words "AlphaKeys": (A) within 90 days after any resignation or removal of the Administrator or the Member Designee, a Majority in Interest (excluding for such purpose Affiliated Members) agree in writing or vote to continue the business of the Fund; (B) in the case of termination of the Administrative Services Agreement, if (i) the Member Designee assumes all obligations of the Administrator pursuant to Section 7.1(e) or (ii) a successor Administrator is appointed concurrently with such termination; or (C) in the case of termination of the delegation to UBSFA or the Qualified Replacement of the obligations of the Member Designee, a successor member designee has been appointed concurrently with such termination in accordance with the terms of this Agreement; (d) the determination by the Member Designee to dissolve the Fund because it has determined that there is a substantial likelihood that due to a change in the text, application or interpretation of the provisions of the U.S. federal securities laws (induding the Securities Act, the Investment Company Act and the Advisers Act) or any other applicable statute, regulation, case law, administrative ruling or other similar authority (including changes that result in the Fund not being taxable as a partnership under U.S. federal income tax law), the Fund cannot operate effectively in the manner contemplated herein; (e) the entry of a decree of judicial dissolution pursuant to §18-802 of the Act; (f) at such time as there are no Members, unless the business of the Fund is continued in accordance with the Act; (g) a determination by the Member Designee to dissolve the Fund pursuant to Section 4.1(b); or (h) the dissolution or termination of the Underlying Fund, unless otherwise determined by the Member Designee. ER305378-MAXWELL B-49 CONFIDENTIAL UBSTERRAMAR00002071 EFTA00237702

11.2. Winding Up. (a) Upon the dissolution of the Fund, the Member Designee (or, in the case of a dissolution by reason of Section 11.1(c) or if the Member Designee is unable or determines not to act as liquidator, a duly elected liquidating trustee of the Fund or other representative designated in writing by a Majority in Interest) shall use commercially reasonable efforts to liquidate all of the assets of the Fund in an orderly manner; provided that, if in the judgment of the Member Designee (or such liquidating trustee or other representative, as the case may be) any asset of the Fund should not be liquidated, the Member Designee (or such liquidating trustee or other representative, as the case may be) shall allocate, on the basis of the Value of any such asset not sold or otherwise disposed of, any unrealized gain or loss based on such Value to the Members' Capital Accounts as if such asset had been sold on the date of such allocation and, promptly after giving effect to any such adjustment, distribute such asset in accordance with Section 11.2(b); and provided, further, that the Member Designee (or such liquidating trustee or other representative, as the case may be) shall attempt to liquidate sufficient assets of the Fund to satisfy in cash (or make reasonable provision in cash for) the debts and liabilities referred to in dauses (i) and (ii) of Section 11.2(b). (b) The Member Designee (or the liquidating trustee or other representative referred to in Section 11.2(a) as the case may be) shall apply the proceeds of the liquidation referred to in Section 11.2(a) and any remaining assets of the Fund and shall distribute any such proceeds and assets, in the following order of priority: (i) First, to (A) creditors in satisfaction of the debts and liabilities of the Fund, whether by payment or making reasonable provision for payment thereof (other than any loans or advances that may have been made by any of the Members to the Fund), (B) the expenses of liquidation, whether by payment making reasonable provision for payment thereof, and (C) the establishment of any reasonable reserves (which may be funded by a liquidating trust) to be established by the Member Designee (or such liquidating trustee or other representative, as the case may be) in amounts determined by it to be necessary for the payment of Fund Expenses, whether fixed or contingent; (ii) Second, to the Members, if any, that made loans or advances to the Fund in satisfaction of such loans and advances, whether by payment or making reasonable provision for payment thereof; and (iii) Third, to the Members in accordance with the principles applicable to distributions under Artide VI. (c) A reasonable time period shall be allowed for the orderly winding-up and liquidation of the assets of the Fund and the discharge of liabilities to creditors so as to enable the Member Designee, the liquidating trustee or other representative as the case may be to seek to minimize potential losses upon such liquidation or termination, as applicable. The provisions of this Agreement shall remain in full force and effect during the period of winding-up and until the filing of a certificate of cancellation of the Fund with the Secretary of State of the State of Delaware. ER305378-MAXWELL B-50 CONFIDENTIAL UBSTERRAMAR00002072 EFTA00237703

11.3. Cancellation of Certificate of Formation. Upon completion of the procedures described in the foregoing Sections of this Article XI, the Member Designee (or the liquidating trustee or other representative referred to in Section 11.2(a), as the case may be) shall execute, acknowledge and cause to be filed a certificate of cancellation of the Certificate of Formation of the Fund with the Secretary of State of the State of Delaware. ER305378-MAXWELL B-51 CONFIDENTIAL UBSTERRAMAR00002073 EFTA00237704