【正文】 ortterm capital gain or ordinary or exempt ine) of the applicable ine, but not taking into account the deductibility of state and local ine taxes for . federal ine tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners. ? Available Cash? means, with respect to any fiscal period, the amount of cash on hand which the General Partner, in its reasonable discretion, deems available for distribution to the Partners, taking into account all debts, liabilities and obligations of the Partnership then due and amounts which the General Partner, in its reasonable discretion, deems necessary to expend or retain for working capital or to place into reserves for customary and usual claims with respect to the Partnership operations. ? Blackstone Holdings Partnerships? means each of the Partnership, Blackstone Holdings II ., a Delaware limited partnership, Blackstone Holdings III ., a Delaware limited partnership, Blackstone Holdings IV ., a Quec soci? en mandite, and Blackstone Holdings V ., a Quec soci? en mandite. ? Capital Account? means the separate capital account maintained for each Partner in accordance with Section hereof. ? Capital Contribution? means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to the Partnership pursuant to Article V. ? Carrying Value? means, with respect to any Partnership asset, the asset adjusted basis for . federal ine tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in United States Treasury Regulation Section (b)(2)(iv)(f), except as otherwise provided herein, as of: (a) the date of the acquisition of any additional Partnership Interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution。 Schedules 36 SECTION . Partnership Status 36 FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BLACKSTONE HOLDINGS I . This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this ? Agreement? ) of Blackstone Holdings I . (the ? Partnership? ) is made as of the day of , 2021, by and among Blackstone Holdings I/II GP Inc., a corporation formed under the laws of the State of Delaware, as general partner, and the Limited Partners (as defined herein) of the Partnership. WHEREAS, the Partnership was formed as a limited partnership pursuant to the Act, by the filing of a Certificate of Limited Partnership (the ? Certificate? ) with the Office of the Secretary of State of the State of Delaware and the execution of the Limited Partnership Agreement of the Partnership dated as of May 18, 2021 (the ? Original Agreement? )。 TRANSFER RESTRICTIONS SECTION . Vesting of Initial Unvested Units 20 SECTION . Forfeiture of Units Held by Initial Limited Partners 21 SECTION . Limited Partner Transfers 22 SECTION . Minimum Retained Ownership Requirement 24 SECTION . Mandatory Exchanges 24 SECTION . Encumbrances 25 SECTION . Further Restrictions 25 SECTION . Rights of Assignees 25 SECTION . Admissions, Withdrawals and Removals 26 SECTION . Admission of Assignees as Substitute Limited Partners 26 SECTION . Withdrawal and Removal of Limited Partners 26 ARTICLE IX DISSOLUTION, LIQUIDATION AND TERMINATION SECTION . No Dissolution 27 SECTION . Events Causing Dissolution 27 SECTION . Distribution upon Dissolution 27 SECTION . Time for Liquidation 28 SECTION . Termination 28 SECTION . Claims of the Partners 28 SECTION . Survival of Certain Provisions 28 ARTICLE X LIABILITY AND INDEMNIFICATION SECTION . Liability of Partners 29 SECTION . Indemnification 29 ARTICLE XI MISCELLANEOUS SECTION . Severability 31 SECTION . Notices 31 SECTION . Cumulative Remedies 32 SECTION . Binding Effect 32 SECTION . Interpretation 32 SECTION . Counterparts 32 SECTION . Further Assurances 33 SECTION . Entire Agreement 33 SECTION . Governing Law 33 SECTION . Submission to Jurisdiction。 REPORTS SECTION . Books and Records 19 ARTICLE VII PARTNERSHIP UNITS SECTION . Units 20 SECTION . Register 20 SECTION . Registered Partners 20 ARTICLE VIII VESTING。 TAX ALLOCATIONS。 Admission of New Partners 12 SECTION . Withdrawal 12 ARTICLE III MANAGEMENT SECTION . General Partner 12 SECTION . Compensation 13 SECTION . Expenses 13 SECTION . Officers 13 SECTION . Authority of Partners 13 SECTION . Action by Written Consent or Ratification 14 ARTICLE IV DISTRIBUTIONS SECTION . Distributions 14 SECTION . Liquidation Distribution 15 SECTION . Limitations on Distribution 15 SECTION . Other Distributions 15 ARTICLE V CAPITAL CONTRIBUTIONS。 FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BLACKSTONE HOLDINGS I . Dated as of , 2021 THE PARTNERSHIP UNITS OF BLACKSTONE HOLDINGS I . HAVE NOT BEEN REGISTERED UNDER THE . SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SE