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VI.     Amendment; Waiver

                       A.     This  Restrictive Covenant  Agreement may not be  modified, other than by  a written
               agreement executed by Contracting Employee and Blackstone, nor may any provision hereof be waived
               other than by a writing executed by Blackstone.

                       B.     The waiver by Blackstone of any  particular default by Contracting Employee or any
               employee of Blackstone, shall not affect or impair the rights of Blackstone with respect to any subsequent
               default of the same or of a different kind by Contracting Employee or any employee of Blackstone; nor
               shall any delay or omission by Blackstone to exercise any right arising from any default by Contracting
               Employee affect or impair any rights that Blackstone may have with respect to the same or any future
               default by Contracting Employee or any employee of Blackstone.

               VII.    Governing Law

                       This Restrictive Covenant Agreement and the rights and duties hereunder shall be governed by
               and construed and enforced in accordance with the laws of the State of New York.

               VIII.  Resolution of Disputes; Submission to Jurisdiction; Waiver of Jury Trial

                       Any and all  disputes, whether against Blackstone or any of  its respective  members, partners,
               officers, employees or agents, which cannot be settled amicably, including any ancillary claims of any
               party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation,
               performance or non-performance of the Contracting Employment Agreement, including this Restrictive
               Covenant  Agreement (including the validity, scope  and enforceability of this arbitration provision  or
               otherwise relating to Blackstone (including, without limitation, any claim of discrimination in connection
               with Contracting Employee’s service as a Contracting Employee, partner or member of Blackstone or any
               aspect of any relationship between  Contracting Employee and Blackstone or any termination of
               Contracting Employee’s employment or of any aspect of any relationship between Contracting Employee
               and Blackstone)), shall be finally settled by arbitration conducted by a single arbitrator in New York in
               accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce or in
               accordance  with the applicable rules of such other forum  as determined  by Blackstone in its  sole
               discretion. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty days of
               the receipt of the request for arbitration, the International Chamber of Commerce shall  make the
               appointment.  The arbitrator shall be a lawyer and shall conduct the proceedings in the English language.
               Performance under this Restrictive Covenant Agreement shall continue if reasonably possible during any
               arbitration proceedings. Notwithstanding the foregoing, Contracting Employee is not required to submit
               claims of sexual harassment to arbitration.

                       A.     Notwithstanding the provisions of this Section VIII, Blackstone may bring an action or
               special proceeding in any court of competent jurisdiction for the purpose of compelling a party to
               arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder and/or enforcing an
               arbitration award and, for the purposes of this Section VIII.A, Contracting Employee (i) expressly
               consents to the application of this Section to any such action or proceeding, (ii) agrees that proof shall not
               be required that monetary damages for breach of the provisions of this Restrictive Covenant Agreement
               would be difficult to calculate and that remedies  at law would be inadequate, and (iii) irrevocably
               appoints the Chief Legal Officer of Blackstone as Contracting Employee’s agent for service of process in
               connection with any such action or proceeding and agrees that service of process upon such agent, who
               shall promptly advise Contracting Employee of any such service of process, shall be deemed in every
               respect effective service of process upon Contracting Employee in any such action or proceeding.

                       B.     CONTRACTING EMPLOYEE HEREBY IRREVOCABLY SUBMITS TO THE
               JURISDICTION OF COURTS LOCATED IN NEW YORK,  NEW YORK FOR THE  PURPOSE  OF

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