in accordance with Blackstone's investment
allocation policies and procedures and the Second Amended and Restated Advisory
Agreement, dated as of March 16, 2018, by and between BREIT, BREIT Operating
Partnership, L.P. and BX REIT Advisors L.L.C.
E.In connection with the foregoing, the parties desire to enter into this
Agreement with respect to BREIT's acquisition of the BREIT Allocated Entities,
and certain other agreements with respect to the rights of the parties with
respect to the transactions contemplated under the Transaction Agreement.
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by each of the parties hereto, each of the
parties hereto agree as follows:
1.Designation and Assignment.
a.Pursuant to Section 10.3 of the Transaction Agreement, Buyer agrees to
promptly assign its rights to acquire the BREIT Allocated Entities to BREIT, or
such Subsidiary or Subsidiaries of BREIT as BREIT may designate (the "Buyer
Party Designee"), and BREIT agrees to accept such assignment.
b.In furtherance but not in limitation of the foregoing, prior to the Closing,
Buyer hereby agrees to transfer (the "Merger Sub Transfer") to BREIT or such
Subsidiary or Subsidiaries of BREIT as BREIT may designate, free and clear of
all Liens, all of the equity interests issued and outstanding in the Merger Subs
set forth opposite the name of any BREIT Allocated Entity on Exhibit A to the
Transaction Agreement (the "Assigned Merger Subs"), and BREIT hereby agrees to
(or agrees to cause its applicable Subsidiaries to) accept such
transfer.
Following the Merger Sub Transfer, BREIT or such Subsidiary or
Subsidiaries of BREIT as BREIT may designate, will be the sole owner of each of
the Assigned Merger Subs.
The parties further agree that BREIT's execution and
delivery of this Agreement provides adequate consideration for the Merger Sub
Transfer.
2.Purchase and Sale Agreement Obligations.
a.BREIT's Performance of Obligations.
Except for obligations that BREIT is not
reasonably capable of performing because Buyer and (prior to the Merger Sub
Transfer) the applicable Merger Subs are the signatories under the Transaction
Agreement (which obligations the BREP Parties agree to cause the Buyer Parties
to timely perform as required under the Transaction Agreement), BREIT agrees
(and following the Merger Sub Transfer agrees to cause each of the Assigned
Merger Subs) to timely perform all of the obligations of the Buyer Parties under
the Transaction Agreement with respect to the BREIT Allocated Entities in
accordance with the terms and conditions of the Transaction Agreement,
including, following the Closing, with respect to the payment of transfer taxes
pursuant to Section 6.2 of the Transaction Agreement.
Without limiting the
foregoing, and subject to the terms and conditions of the Transaction Agreement
and BREIT's rights under this Agreement, at the Closing, BREIT agrees to:
i.pay to the Paying Agent, by wire transfer of immediately available funds
denominated in dollars (to an account or accounts specified no later than two
(2) Business Days prior to the Closing Date by the Paying Agent), an amount
equal to (A) the